Only One Left
by OfficialUSMWriter
Summary: Challenge from Melancholy's Sunshine's book "A Father" chapter 8. When Peter is left alone in the world, he finds unexpected refuge with a Godfather he never knew. But life takes a turn for the worst when dark forces target the web-slinging wonder, and with S.H.I.E.L.D taking an interest in him too, he and his only family finds themselves in a brewing battle about to boil over.
1. Are You My Godfather?

**Hey, guys! This is a challenge from Melancholy's Sunshine's book "A Father" chapter 8. This will be a short-story.**

 **Also, this first chapter is the one-shot Melancholy's Sunshine created, I merely went through and rewrote/edited it to flow with my story.**

 **Disclaimer: Ultimate Spider-Man belongs to Marvel/Stan Lee, and the start of this story belongs to Melancholy's Sunshine.**

 **Enjoy!**

8-year-old Peter Parker remained perfectly silent as he was quickly escorted out of the orphanage by a regal-looking woman in a black pantsuit. She was scary. Though her face bore the barest traces of makeup on her cheeks and lips, a pair of darkly tinted sunglasses hid her eyes, her brown hair was pulled up in a tight bun, and her shoulders remained in a sharp, straight line. Peter didn't know her name, or where he was even going with her, only that he was leaving the orphanage - possibly - for good.

The scary woman had shown up at the orphanage this morning with a briefcase of documents and a list of contacts. After a long talk with the system manager, she told Peter to gather his things and come with her. She hasn't said a word to him since.

He had no idea where she was taking him, all he knew (from eavesdropping on some of the caretakers) was that someone - a Godfather of his apparently- had unexpectedly popped up out of nowhere. Peter was dying to ask who his Godfather was - a name at least - but he was far too afraid of this woman to open his mouth. Even with her eyes covered, she didn't look friendly or nice. Her lips remained in an expressionless line that might as well have been sewn shut, and her demeanor was fast but prompt - like she was busy and didn't have time to talk, especially to an insignificant youth such as Peter.

Her strides were longer than his too, causing him to occasionally stumble as he rushed to keep up with her. His tattered and over-sized backpack (filled with his belongings - which wasn't much) was hanging from his back, the straps were being clutched tightly between small, white-knuckled fingers.

Peter had lost his mother and father when he was 3. He was put under the guardianship of his Aunt and Uncle, both of whom had been murdered in their home about two years ago. The child services took him in after that and placed him in the care of the orphanage while they looked for any other relatives or family members he could stay with. Nothing popped up within two weeks of searching. No relatives, no friends, and no family. Peter was all alone as far as he, or the child services, knew.

He had been alone for 2 years now - with not even one adoption between the time span. Not once. Nor had he made any lasting friends, aside from some of the nice ladies who gave him breakfast every morning. It was a year of being with the orphanage that Peter had supposed that he was just meant to be alone.

Until today, when a godfather he never knew he had suddenly appeared. The guy seemed to be okay enough for the matron to let this woman take Peter to him. Maybe he was wealthy?

The woman led Peter fast down the steps of the building. Her shoes made a dull thud as she walked. She urged him toward a shiny black car parked by the street, wordlessly opening the door and gesturing for him to get inside. As soon as he was sitting on the cool leather seats she followed him in. The driver up front, separated from his residence by a piece of thick black glass, pulled away from the curb as soon as the door was closed and smoothly joined in with the New York traffic.

Even though it was dark inside the sleek interior of the car, the women kept her glasses perched tightly against her face. Peter sat far from her, instinctively burrowing himself in between the seat and the locked door, trying to look as small as possible - a coping mechanism he picked up. To make himself look small so people wouldn't notice him and leave him alone - almost always effective, even with the bullies back at the orphanage.

The women didn't notice - or care - and simply pushed a button on the door she was by and the black glass in front suddenly flickered like a TV screen.

Peter's eyes widened and he clutched his bag a little harder as a man's face appeared on the black surface. The man was pale and looked sickly, in a way that it looked fatal. Long, greasy black hair framed the man's face and tumbled down his hunched back and shoulders in knots and tangles, his thin mouth was curled upward in a smile. Peter didn't look into the man's thick glasses. He didn't want to see the man's eyes, for fear that they were as scary as the rest of his appearance.

"Well, aren't you going to say hello Peter?" the man asked, in a gentle tone that Peter hadn't been expecting, especially from someone so crude looking.

"Oh, um…" Peter bit his lip shyly. He glanced up at the woman, who ignored him, before looking back hesitantly. Taking a deep breath, he forced himself to look back up at the man and whispered, "Hi,"

"Hello," the man chuckled back, he spoke with a slight metallic tinge to his voice. Peter flinched a little and looked away, "It's alright. I know I don't look the best, but I am here for you now. Do you know who I am?"

"My...my godfather," Peter answered.

"That's right." the man agreed. "You see, when you were born, your father worked with me. We were friends and partners. So when your mom was pregnant with you, they asked me to watch over you should anything happen. I know I wasn't able to be there when your parents died, or even when your Aunt and Uncle passed on. Work took me over and I couldn't get away. But, I am here now and I hope you'll be happy with me."

Peter's foot tapped the air nervously. This man was strange and so different than the other dads who came to the orphanage. But...his dad was friends with him, so he couldn't be all bad. Peter forced on a brave face and nodded at the man. Some family was better than no family.

Humming in satisfaction, the man turned to the woman. "Aw, Claire, I see you fulfilled your end of the bargain efficiently, you have my appreciation,"

The woman - Claire - sniffed in disdain, "Yes, and now it's time you fulfilled your end you slimy eel!" she snapped. It was then Peter decided he didn't like the sound of her voice.

The man, on the other hand, laughed. "Yes, yes, I am a man of my word. Osborn will never know of your dilemma back in Sector 4," the woman relaxed, but only a little.

"We'll be at the building in 15 minutes," Claire said.

"Bring the boy in through the underground entrance, I don't anyone seeing him." the man said.

Claire's eyes narrowed in sudden suspicion, "What do you plan on doing with him?" she asked, eyes flickering over to Peter.

The man frowned, "That is none of your concern Claire, but if you must be assured, then know that no harm will come to him. Just bring him to me and we'll forget both dilemmas."

Claire looked like she might argue, before shrugging and deciding against it.

The man turned back to Peter and smiled, whether it was supposed to be reassuring or not, Peter wasn't sure. "I hope to see you soon." was all he said, then the screen went black.

 _ **LINE BREAK**_

* * *

Peter grew up in the lonely shadows with only his godfather as company, being homeschooled by the brilliant man and sheltered under his unexpected care. Peter was there as his godfather's health deteriorated slowly and took physical effect, and he was there throughout every problem and dilemma, aiding the man all he could.

Otto Octavius obtained paralysis of his body from the neck down (long before he found Peter) and used four metal tentacles embedded in his back to move and grab things. One of the few reason he didn't go out much. The man was a brilliant scientist with a respective code of his own that he always went by. He was caring, but firm, attentive, and a good teacher. One of the biggest downsides, though, was his boss, Norman Osborn, who often took his brain for granted. Thanks to Mr. Osborn, Octavius living conditions always remained reclusive and underground. Peter's seen it, heard it, lived it, and hated it.

The way Norman abused Octavius always angered him on a personal level. But it was not like he could never do anything about it. His godfather was insistent that he remained invisible to Norman's eyes. If Osborn ever found out Octavius was harboring a child in his lab, there was no telling what that man would do.

No, it was best for Norman to never know Peter even existed.

But, it was when Peter was accidentally bitten by one of Oscorp's radioactive spiders (after sneaking out of the lab and mixing in with a large group of schools kids on a field trip) did that scenario of invisibility get thrown out of the window. With newly obtained spider powers, Peter, in honor of his deceased family, (his mom and dad - who died in an airplane crash, and his Aunt and Uncle - who died in their own home) he became someone who would protect the people of New York, going by the public-given name: Spider-Man.  
The public was not very creative.

Otto knew who Spider-Man was right away. There was no way for Peter to keep it from him, especially with their small and shared living space. Naturally, the older man objected to this new "hobby" and forbid Peter from ever going back out in the city unprotected and wild. In the end, though, Peter was able to convince Octavius, thus resulting in his godfather observing him as he fought, determining his weaknesses, strengths, and powers, and coming up with tech for the teen to use to protect himself.

Though, both were put on edge when Norman's cold eyes suddenly targeted Spider-Man as his newest biological project. Osborn's sudden obsession for Spider-Man and the arachnids DNA was sudden and unexpected - even more startling was when the man immediately enlisted Dr. Octavius (of all people) to help capture and replicate Spider-Man's powers. That part was likely because of Otto's extensive knowledge of bioengineering and mutagens. The project has been going on for months.

But, it was so funny. For some odd reason, Spider-Man always somehow escaped captured. He remained as elusive to Norman's attempts as a mouse was to a cat.

Hmmm...funny how that worked.

 __ _ **LINE BREAK**_

* * *

"Norman would stop harassing you if had a sample of my blood, right?" Peter asked his guardian one night as he worked on a bunch of science equations while eating his dinner at a deserted lab table.

"No Peter. I am not taking your blood. I will not turn you into an experiment." Octavius immediately shot down as he worked on identifying some mutagens of Peter's blood. One of his tentacles slowly adjusted the scope of the microscope he was looking into.

"But Norman-"

"Forget Norman, Peter." the scientist interrupted firmly. "I will not use you as his guinea pig. Even if it was just a small sample from you,"

"But I just…" Peter looked down and tapped the paper in front of him. "I just want him to stop picking on you." this time Octavius did look up at the slumped boy whose finger tapped at the frayed corner of his paper. A soft, affectionate smile made its way on his face and he clanked closer to the teen.

"I may do terrible things Peter, but I will not go back on the word I gave your father," Ock said softly, yet firmly. "Are we clear?"  
"Yes Doctor Octavius," Peter responded dejectedly.

Otto's face softened further, "You know I do this because I care." he assured, a hint of worry creeping on his face. "I know what Norman plans on doing with your DNA, and I refuse to allow him to do such a thing."

"Yes, I know what he wants to," Peter said, frustration in his tone. "He wants soldiers. So what? Lots of governments do sketchy things to get soldiers, I mean, look at Captain America!"

"You aren't Captain America!" Octavius reminded. "We aren't in a war. We aren't even working for the government. He'd be using you as a means of profit. I will NOT make you an item,"

"But, your health-"

"Not on your life. End of discussion."

Peter sighed in defeat and went silent. He turned back around and focused on the work his guardian assigned him, forgetting about his dinner. Octavius watched the teen for a few moments, before going back to his microscope. He peered inside the lens, watching the squirming masses of DNA.

Peter's DNA.

It truly was amazing. Ock understood why Norman Osborn would want someone like Spider-Man so badly.

But it just so happened that Spider-Man was also Peter Parker, Octavius's godson. Despite all the bad things Norman has had him do, and the lack of affection Otto had in his own life, he refused to let Peter get hurt too. He would do anything protect that boy, just as he had promised Richard and Mary Parker.

The only thing was when Octavius looked over and saw a teenage boy biting his lip in concentration, a boy with unimaginable power, he wasn't sure he could keep the predators of the world away for long.

 **This is just the beginning. I actually DO have something planned for this. Also, in case any of you are wondering why I haven't updated any of my other stories, its because I am in the process of editing them. I hope to get done with what I want to edit by the end of January, as soon as we roll into February I'll try and update all of my books. So, if you can wait until then, I'd really appreciate it! :3**

 **Just keep in mind that I'm writing for myself as much as any of you, so please don't try and push me. Thanks XD**

 **Also, in case you were wondering how Ock even managed to smuggle Peter into his lab, I'll try and get to that next chapter ;)**


	2. Of Spies and Floating Palaces

" _Spider-Man must be stopped! He is a menace to the public, and monster to society! I, J. Jonah. Jameson, refuse to rest until the authorities take the correct means of ridding us of this web-slinging trouble-maker!_ "

"Ugh, don't you ever shut up?" Peter asked the giant screen he was perched upon. The picture of a middle-aged(ish) man with a mustache (startlingly similar to Hitler's) continued his raving report about the _"_ _terrors of the masked vigilante, Spider-Man"_.

It was ridiculous really. This guy, who should rightly be referred to as J. Jonah Jerkface, made it a daily (or lifely - was that a thing) goal to make the citizens of New York hate Peter Parker - well _, technically,_ to hate _Spider-Man_. The public didn't actually know Peter _was_ Spider-Man, but they still inadvertently hated him too. He was just thankful that no one knew his secret I.D. (It's bad enough being hated as Spider-Man; if Peter Parker got trash thrown at him when he walked the streets as well as when he was web-slinging, than he was pretty sure that'd be the start of his villain-origin)

Really though, he wouldn't harm a fly! Burglars and crooks on the other hand…

Peter glared down at the screen and stuck his tongue at the giant news reporter, before pointing his wrist toward the closest building and shooting a web that latched sturdily on the wall. Without a second glance (or thought), Peter jumped off the jumbotron and swung through the air with his webs as his only means of not falling and going _splat_ on the pavement.

Normal people walking on the sidewalks below stopped and pointed up to him, some of them shouted insults and threw trash at him, but others - Peter was thrilled to find - regarded him with a smile and a wave of greeting.

Granted there were more trash than smiles, but still! It was definitely a step-up from _just_ trash and curses!

Despite the profanities yelled his way, Peter waved back to them all (mostly the ones waving to him) and whistled merrily as he continued his trek through the buildings. It was nice to know that his relationship with New York was steadily entering a positive area.

Looks like Mr. Let's-All-Hate-On-Spider-Man wasn't having that big of an impact anymore. Ha! Serves the Hitler-mustache wearing editor right!

"Alright New York," Peter grinned, stopping momentarily on the edge of a building to scour the city rooftops. "What have you got planned for me today? Burglary? Purse-snatchers?" the sudden high-pitched wailing of police sirens answered. From where he stood - er clung - Peter could hear screeching tires, the slimy sound of gunk hitting into police cruisers, and crazy laughter.

"Ah, has Trapster decided to to take a stroll today." he hummed. "Alrightie, let's go say hi!" jumping from the building, Peter pin-pointed the direction of the commotion and set his sights for it. It didn't take long to get there.

Trapster stood in the center of the street, his hands clutching the mega-sized glue-guns, looking more like a greyish brown water gun, which spurted out thick tendrils of sticky, goop that took _forever_ to wash out of your hair! (not your typical arts and crafts glue guns).

Some people said that Trapsters glue guns were similar to Spider-MAn's web-shooters - Peter greatly disagreed. His web-shooters are a beautiful and well-functioning piece of art and masterpiece, and he would shoot a web at anyone who dared make such a crude similarity of precious wrist-devices. Besides, he shot _webs_ , not _glue!_ There's a difference people!

Anyway, back to the fight, Trapster had shot a glob of glue at the approaching police cars, halting the officers dead in the street. Did it stop them? No. The officers rushed out of the cars and aimed their guns for their attacker, while smoothly finding cover from the crooks attacks behind their cars.

Ugh, Peter's already fought Trapster 3 time already! Couldn't the guy just _stay_ in his knucker-hole, or, more importantly, a jail cell. What the heck Trapsty! How dare he make Peter look bad!

Oh well, duty calls. Time to see if he learned anything from his past mistakes.

A small device nestled comfortably in Peter's ear hummed to life; he was so used to wearing it he no longer even felt it in his ear.

 _"_ _Peter,"_ a voice called from it; the familiar and comforting sound of his mentor and godfather resonated in his ear.

"Present and accounted for." Peter chirped. "And aren't we supposed to use our code names? I'm Spider-Man and your Daddy Longlegs - who knows who can be listening to us."

There was a small, exasperated sigh from the comm. _"_ _You call me Daddy Longlegs one more time, than your grounded."_ the voice said. " _Besides, our frequency his guarded by some of my best soundwalls and viruses."_

Peter made a noise of disagreement, he was close enough to the fight that Trapster now noticed him. "Aw come on!" he whined, not about the soundwalls. "Your nickname goes with you so well! I mean, the eight long metal legs, your glasses look like spider eyes - Daddy Longlegs is perfect."

 _"_ _No."_

"Okay, fine, if not Daddy Longlegs, than how about...uh...uh...hnnn, let me see. 8 limbs, slippery as an eel, scientist - Ah-HA! Doctor Octopus! Yeah, you could be an octopus. How does Doctor Octopus sound."

 _"_ _Not happening. Now focus or you're going to get a face full of glue."_

"Aw don't worry about it _Doc Ock_ \- see what I did there? - I've fought Trapster 3 times already. This is sure to be a piece of ca-ahhhhhhhhhhh!" Peter barely managed to dodge a glob of glue careening toward him - aimed at his face no less. He steadied himself as he scrambled to grab onto the nearest wall, and then flipped safely onto the top of a car.

 _"_ _This is why I worry."_ Octavius clarified.

Before Peter could respond Trapster shot another stream of glue. "Ahahahaha, ready for round 3, bug!" the guy smirked, holding up his glue guns with a wide smile stretched across his face.

"Bug?" Peter scoffed. "Looks Trapster, obviously you're as smart as you look, and I'm sure you'll appreciate my straight-forwardness; so I'm just gonna say it. You see, spiders are not bugs, they have two body parts - the head and the body - and 8 legs, which distinguishes them as part of the _arachnid_ family. _W_ hereas _insects_ have three body parts and 6 le-whoa!" Peter ducked as another spray of sticky gunk sailed over his head. "Hey, at least let me finish explaining first!"

Trapster look anything but amused. "Ugh," he groaned. "Hold still so I can _glue_ your mouth shut." he shot a few more times at the teen, but when he moved to take a step forward, Trapster almost tripped over the bag of money at his feet.

"Whoa, watch your step." Peter called, his face pinching in mischief. "I'd hate for you to fall. Know what, let's just be safe about it. I'll hold the bag of money for you, and we'll see if we can get you a _free_ ride in one of the police cruisers! Won't that be fun."

"No way, _bug,_ the money sticks with me."

Peter stopped moving as he deadpanned at Trapster, "Can all you make is glue jokes? Do you have no other material! Come on man, get a little variety!"

 _"_ _Peter, you have absolutely no room to talk."_ Octavius blandly pointed out.

"Hey, my jokes have lots of variety!" he huffed, startling Trapster a little.

"Talking to yourself again?" the older man sneered, "Maybe _you_ should be the one going in the police cruiser. I'm sure they'd love it if you stuck around."

Peter groaned as Trapster laughed. Where were all the witty bad guys hiding? Certainly Iron Man or Captain America didn't have to deal with low quality quip material with _their_ bad guys! Dr. Doom has some taste, and Peter's heard that Loki was pretty witty. What he wouldn't do for someone who could keep up with him.

Oh well, as the old saying goes: If you don't like them, defeat them; or something like that...

"Ugh, I think we've all had enough of your mouth." Peter said dismissively, "Let's get this over with, I have some Mac n Cheese waiting for me at home." Peter vaulted off the car and rushed toward the crook.

Trapster growled and pulled his guns, unleashing a wave of sticky gunk. Peter yelped and dodged the first of it, but the second one was a bit luckier and he was slammed into a wall within impact. A thin layer of glue coated his right side and wrist, effectively sticking the two in place.

Peter grunted as he tried to pull them free, but after a few pointless tugs, he knew it was useless. Trapster chuckled at the hero's fruitless attempts and raised his guns once more.

"Aiming to finish the job I see," Peter weakly commented as the nozzles centered at his chest and head. "That last one was a lucky shot."

 _"_ _Peter, the console containing the glue on his back is damaged. There is a cluster of wires sticking out of the top right side. A bit of web fluid should do the trick."_

 _"_ Thanks Ock." Peter replied quietly, his voice small with sincerity. Trapster smirked, not catching Peter's words and taking the heroes silence as defeat. He pushed the trigger and the glue burst out.

But Peter was quicker. As the glue came careening toward him, he rolled to the right. The glue still had that side pinned, but he was pretty flexible, and was able to curl in on himself so that he was crouched on the wall with his right side still stuck securely; the glue splattered on the spot had had been in, a mere couple inches from where he was now crouched.

However, his left wrist was still dandy and free.

Before Trapster knew what was going on, Peter retaliated by shooting a flurry of webs over the criminal's eyes, rendering him blind. The older man shouted and dropped both of his guns to pull the webs from his eyes.

With the other guy distracted, Peter maneuvered around again so his feet were planted firmly on the wall while he clutched the bare part of his arm sticking out of the glue, then he heaved and pulled with his feet and arm. Slowly, the glue began to stretch and thin as it was pulled from the wall from the force of his strength.

Behind him, Peter heard Trapster shout in frustration as he tore at the webs on his face and knew that the distraction wouldn't last long. Out of the corner of his eyes, Peter saw the police rushing toward their culprit, intent on bringing Trapster down as he was temporarily blinded.

But Peter knew they wouldn't make it in time, he could already hear Trapsters huff a breath of victory as the last of the webs away were torn away.

And there was no way Peter was going to let Trapster hurt those officers.

Pulling with all his might, the glue gradually gave away and snapped off the wall, just as his spider-sense tingled at the base of his skull. Peter stumbled and hit the ground, right in time as another glob of glue painted the spot he had been in seconds before.

The teen looked up to see Trapster now attacking the officers, catching more than one in his trigger-happy state. "Okay you over-sized glue stick," Peter grumbled, pushing himself to his feet. "I'd say it's time we wrapped this up."

Without waiting for a reply, Peter vaulted off the ground and toward the crook. Trapster, seeing the movement from the corner of his eyes, stepped back in surprise ad fumbled for his guns. But before he could properly work them, Peter was in front of him with a fist already pulled back.

The force of the punch sent Trapster sailing through the air and crashing through the glass of a cake shop. Peter winced as piece of glass clinked onto the concrete with raindrops of frosting and batter sprinkling down besides it, "Oh...oops. Uh, sorry!" he called to the gaping store owner in the shop.

He was met with a rapid river of curses and threats.

Face grim and apologetic, Peter said sorry once more before turning to take his leave. The earpiece under his mask buzzed, and Octavius's calm voice said, _"_ _Good job Peter."_ Peter was surprised that it sounded soft and genuine.

"Good job?" he parroted in disbelief. "I just wrecked someone's shop."

 _"_ _But you DID stop Trapster."_

 _"_ Yeah, but not without ruining someone else's property. Their _life._ " Peter sighed in small defeat, his fist clenched in irritation. "I must be the worst hero out there."

 _"_ _Peter,"_ Octavius said gently. _"_ _You're still new to this, I'm sure even the Avengers weren't perfect when they first started; they're probably not perfect even now. Besides, I doubt this is going to stop you from wearing that ridiculous costume and leaving the lab every night and morning - right."_

"Right." Peter mumbled, knowing full and well that it was true.

 _"_ _I didn't think so,"_ his Godfather said, a smile in his tone. _"_ _I may not like you out there, risking your life for strangers who don't even appreciate you, but you have been getting better. Take it from me. Your fumbling less than when you first started."_

Peter hesitated, "Really?" he asked tentatively.

 _"_ _I promise."_

Feeling a little better, Peter straightened up and allowed a small smile. "Thanks." he said, voice light and genuine.

 _"_ _Anytime."_

Peter held up a wrist to take his place among the skyscrapers, but jumped with a yelp of surprise when he almost bumped into a figure who seemed to have come out of nowhere. He hadn't even sensed them.

 _"_ _Peter, what's wrong?"_ Octavius demanded right as the other guy asked, "Who are talking to?"

Peter, ignoring both, calmed his heart and looked up at the unexpected guest. "Nick Fury?" he gaped in surprise. The black leather trench coat, the bald bead, the slogan on his gun holster, and the eye patch hiding his left eye - there was no mistaking the Director of S.H.I.E.L.D.

The super spy was one of the guys who helped form the Avengers; he was a mysterious man, as elusive and sly as the corporation he directed.

S.H.I.E.L.D : Strategic Homeland Intervention Enforcement and Logistics Division (a real mouthful). But the big guy on top never came down to pay a visit, especially not to Spider-Man, of all people!

Usually, a squad of S.H.I.E.L.D agents flew in to take "extra special" bad guys like Trapster to some fancy-smancy cell located on the ever-floating Helicarrier. (Not that it ever really kept the bad guys locked up. They always somehow managed to get out and back on the streets.)

So why was ol'Nick coming down _here?_ Peter's spider-sense hadn't gone off, which probable meant the Director wasn't here to harm him. That was good to know.

Swallowing down his nerves and the mass of inferiority that threatened to make him run away, Peter said with the most casual voice he could muster, "You super spy's make it a point to sneak up on hard working heroes?"

"Kid, we need to talk."

"What'd I do?" Peter demanded right away, backing up a little with his hands held up. "I know that store owner was ticked off, but it could've been a whole lot worse! I mean, the store could've _blown up!_ I mean, at least I caught the guy, right? And-and-"

"Hold up." Nick Fury interrupted, holding up a hand to cut the young teen off. "No one is saying you didn't catch the bad guy, and this isn't about some store owner."

Peter folded his arms in an attempt to calm down, but his heart was still jumping and his nerves skittered like a nervous pigeon. There was something else going on. _"_ _Peter, get out of there. We don't associate with S.H.I.E.L.D, I don't want you talking to him!"_ Octavius said, the worry was thick in his voice.

Peter didn't answer, unwilling to risk exposing his Godfather's presence in his ear.

"Then why are you here?" he asked with a hint of exasperation, "You know, if not to throw me in my own little cell on your floating palace?"

He was surprised to see a hint of humor in the Director's eyes, but it was gone just as quickly as he caught it. "I'm here to to talk, mostly about this," Fury swept his hand around them, gesturing to the glue plastered on walls and the bricks and mortar on the ground. Peter looked around at it all, feeling a strong sense of guilt as he watched mothers pulling glue out of their kids hair and clothes, officers helping unstick civilians who were stuck to the walls or concrete, even a police horse that was neighing and flipping its head wildly because it couldn't move its hooves. The debris on the ground, the ruined stores and buildings. He had thought he did a pretty-okay job, but...but perhaps not…

Peter's shoulders sagged and a sigh pushed past his lips. "Okay," he whispered dejectedly. "Point taken. But I didn't do a _horrible_ job."

"Sure, sure," Nick Fury dryly agreed. "For a clueless rookie."

"Yeah - Uh...wait…"

Fury shook his head and stepped closer. He looked down at the teen with his lips set in a straight line, but his eyes held an interesting shadow within them. "Everyone starts out clueless. Even Iron Man when he first started. But would if I told you that I could change that?" the man asked conversationally.

Peter's eyes widened and he took a step back.

 _"_ _Peter,"_ Octavius whispered, as if worried the Director would hear him. _"_ _Get out of there. Now! Don't listen to a word he says. Hurry!"_

Even if he wanted to run, Peter knew he wouldn't get very far. There were S.H.I.E.L.D agents scattered around; Peter wasn't ignorant to the fact that they happened to be blocking potential escape routes for himself. Besides, Fury's eyes were trained on him like a hawk, the super spy could take him down before he even twitched a finger.

Instead he gulped silently, and went down the path of humored ignorance. "I knew it!" he exclaimed, pointing an accusatory finger at Fury. "You want me to buy a line of self help books." Peter humphed and spun on his heel to subtly walk away, whereas the older man rolled his eyes in annoyance. "Besides," Peter called over his shoulder. "I'm tapped out till payday. So if we're done here, I'm going to-"

"I'm serious Peter Parker."

Peter whirled back around, gawking, as his heart spiked like a rabbits again.

He _knew._ Nick Fury, Director of S.H.I.E.L.D, _knew_ Peter Parker was Spider-Man. Panic sucker-punched him in the stomach and Peter felt an ansty sensation crawl up his arms and backs as he glanced around, suddenly anxious for an escape.

A million questions raced through his head. _Who else knew? When did they find out? How did they find out? Did they know about Octavius? Was his Godfather at risk of exposure?_

Peter didn't hear Octavius calling to him until his mentor was almost shouting in his ear, _"_ _Peter, get back to the_ ** _basement,_** _now! Go through the sewer entrance. There's a man-hole a few paces to your left, if you're fast enough you can make it without anyone hurting you."_ the "basement" was a codeword they used for the lab the two inhabited. Peter could hear the older man's voice was verging on panic as well.

His eyes flickered to the left, where he saw the man-hole out of the corner of his eye. He was suddenly thankful he wore a mask. But Nick Fury was still watching him, studying him for a reaction; Peter couldn't give away his intentions of getting away until just the right moment.

"You-you know?" he asked quietly.

Fury seemed to scoff slightly, "Super spy, remember." he said.

Just like that, Peter felt a big part of his life slip through his fingers. He thought his identity could be one of the things he could actual control in his life - with Octavius constantly watching over him back at the lab, and always being in hiding from Norman Osborn - he thought Spider-Man could be the one solid, independent factor in his life. How naive he felt.

"I know you lost your parents, as well as your Aunt and Uncle at a young age; that you're an orphan."

"Ouch." Peter winced. "You waste no time in ripping off that bandage; no mercy at all."

A touch of an apology reached Fury's eyes. "But you wouldn't have to be alone." the man added. "You'd have allies and resources at your disposal. You wouldn't have to roam the streets in that silly onesie you've got going on."

Peter tried not to be offended.

But one thing still pestered his mind. Did Nick Fury know about Octavius. Technically, he wasn't _completely_ an orphan. Otto Octavius was still family. Besides, if Fury was trying to draw him into his rag-tag expedition, wouldn't he offer to help Otto too. Peter wasn't sure, and he still didn't trust the Director. Why would Fury decide to approach him now? A year after he first wandered these streets. It was strange and, yes, suspicious.

"With your talent and my training, you could be one of the greats. The next Captain America, the next Iron Man." Nick continued.

Peter's nerves squirmed inside him like a swarm of gnats, he felt as nauseous as seeing a swarm of gnats. Octavius was urging him to move, to get away, in his ear. Nick Fury was still watching him expectantly.

"Uh, thanks for the offer," he said, casually, "but I'm not supposed to talk to strangers." Peter scooted closer, in what he hoped was discreet, toward the man-hole. "So, uh, have a nice life." Nick Fury rolled his eyes. "Cool?" Peter gave him a small thumbs up and he continued to back up.

 **Fury didn't seem to care; only watched as he got further away. None of the agents made any move to stop him, and his spider-sense** was quiet. Feeling a little better that he wasn't going to be shackled and taken away, Peter found himself by the manhole and quickly opened the cover and jumped down.

He welcomed the darkness and hurried to the Basement, though glancing over his shoulder the whole time.


	3. Who Peed in His 200 Dollar Cheerios?

Peter crawled quickly along the tunnels of the sewer system, trying not to think about all the squishy things his hands were touching and trying to calm his racing heart.

His interaction with Nick Fury, the _Director of S.H.I.E.L.D_ , left him shaken up pretty bad.

He knew his spidey-sense would've told him if he was in danger - sometimes even if he was being followed - and it hadn't tingled when talking with the Director; but that didn't stop Peter's paranoia from taking the wheel. He couldn't help but continuously look over his shoulder to see if he could spot anyone trailing him. He wouldn't put it past Fury to send someone to see if they could track his hide-out.

And according to their conversation, Peter would guess that Nick had no idea he was being housed with his Godfather at Oscorp. But the Director definitely wasn't stupid, and could probably tell that Peter was getting help from _somewhere._ Who else could Peter be talking to when there was no else around? Not to mention the tech he used to fight crime.

Of course Peter was pretty smart himself, and was the one to originally design and create his web-shooters, back when it had only been weeks since he obtained his powers. But once Octavius found out, he helped Peter perfect and furnish his tech (the web fluid was all Peter's brilliant design though). The ear-piece communicator was Ock's idea; this way they could talk to each other without anyone else figuring out who Octavius was. Unless they caught Peter "talking to himself", then they'd definitely knew something was up. That, or think he was just crazy.

Back to the topic though, Peter was almost certain that Nick wouldn't pass off the opportunity to find where he lived. And those agents could be pre~tty sneaky.

Every drop of water or scurrying movement of a bug made Peter's heart race and his eyes skitter around anxiously, looking for any signs of S.H.I.E.L.D agents hiding in the shadows. With paranoia seizing his thoughts, Peter doubled-back numerous times, scurried along walls and shadows, walked through the sewage, and avoided creating any obvious tracks.

It took longer to get the the Basement, but this way Peter could be certain (or at least partially sure) that he wasn't being pursued.

When he finally made it to the small, nearly undetectable entrance, Peter was mentally exhausted and shivering from the cold mixture of water and sewage that soaked his costume. Man did he stink! A shower was his first priority as soon as he got home.

With one last glance back into the dark tunnel, Peter carefully placed the palm of his hands on the surface the concrete wall; he willed his hands to stick, and, using his spider-strength, moved a section of the wall away to reveal another dark tunnel. This one he created not too long after Ock discovered his powers, all under the man's supervision of course. It was the ideal secret entrance because the smooth, slick surface of the sewer wall made it difficult to move; and the slimy surface made it slippery (that is, for those people who couldn't stick to things). It also required a lot more strength to move than your average Joe - it being a thick, solid block of concrete. Not only that, but once scooted back into place, the "door" was near impossible to discern with the naked eye; blending seamlessly into the concrete walls.

Peter scooted the slab of concrete far enough to the side that it gave him just enough room to squeeze through, before he smoothly shut it behind him. Only once the entrance was effectively sealed, did Peter finally begin to feel safe and at ease. He released the breath his pent-up breath and slowly set off down the tunnel.

Gradually, as he walked down it, the darkened tunnel got smaller and smaller, till Peter resorted to crawling on his hands and knees to continue. The space wasn't horribly cramped, and he had plenty of breathing room - or maybe Peter was just comfortable with tight spaces. Either way, he scuttled through the tunnel with casual ease, having gone through the same passage dozens of times before.

Eventually though, Peter came to a halt. Up ahead, his way was blocked by a thin metal vent cover. Crawling closer, he grabbed the cover using his sticky abilities, and pushed it outward. The cover came off with no resistance and Peter was able to scuttle through it, and entered a small, rather enclosed room from high up on the wall.

Still clinging near the ceiling, Peter secured the vent cover back in its rightful place, and then jumped down from the wall and onto the ground in a smooth and silent crouch.

The room, as small as it was, clearly showed that its inhabitants was that of a teenage boy. The bed was a mess of ragged blankets and a flimsy pillow, there were a few stray articles of clothing here and there, but the majority of the clutter consisted of thick science books, a microscope, test tubes, small labeled containers of chemicals and powders, and a few old science goggles and rat eaten lab coats. A small lamp, the only source of light in the room, was turned off for the moment, which left a thick darkness in its absence.

Feeling the safe atmosphere of home, Peter took a deep breath and removed his mask. It was wet and clung to his face; stretching resistently against his skin as he pulled it off. Once free of the material, Peter tossed his mask on the bed and wearily stepped toward the door.

Octavius hadn't talked to him as he navigated the sewers, maybe because he didn't want their precious line to be detected or the link was being attacked by an opposing software- either way, Peter knew his Godfather would want to see him right away, to assess injury and talk over the events that transpired (Octavius could be really protective that way).

The door to his room was similar to the entrance of the tunnel. All Peter had to do was stick to it and slide it to the side. Once it's moved back into place, it seems to blend perfectly into the wall. There were probably a few other rooms like it placed around the lab, created by Norman to house any of his own or Octavius designs or projects that were a bit more sensitive. Osborn must've forgotten about a few of them though, cause Peter's lil knucker hole had yet to be discovered.

Peter moved his "door" and peered outside. Once sure the coast-was-clear, he smoothly closed the door behind him and made his way down a small and narrow hallway leading up to the main room of the lab; called the Big Room by Peter. But, as he approached the Big Room, a flurry of voices reached his keen ears.

"-WANT RESULTS OCTAVIUS!"

"I know Mr. Osborn, but he is slippery. My drones can't keep up with him. Maybe if I had-"

"HAD WHAT? MORE TIME? MORE RESOURCES? EVERYTHING YOU NEED IS HERE. I GROW TIRED OF YOUR EXCUSE OTTO! IF I CAN'T GET THE RESULTS I NEED, THEN MAYBE I'LL CONSIDER PULLING YOU OFF THIS PROJECT!" the voice paused, as if recompose himself.

Peter felt the air in his lungs rush out as he realized it was Norman Osborn. The monster under the bed, the demon in the closet, the guy who made life a piece of dog crap. But he only usually checked up on Octavius every few days. It was odd for him to pop up all of the sudden. Not that popping up was hard, all Osborn had to do was push a button and his face would appear on any screen in the lab.

His threats were a tad too. Octavius was a brilliant scientist, Norman knew this and it was one of the reasons he kept the man locked up; Osborn wouldn't allow this genius to walk out of his company and go off to his competition. It was like some twisted Rapunzel fairy tale - you know, if Mother Gothel owned a company, and Rapunzel was a super smart scientist who had 4 metal tentacles imbedded in the back and watched over a radioactive arachnid teenage boy.

Osborn has been pretty colorful with his threats before, but he never really threatened to take Ock off a project - especially one that was so in depth with the scientists field of genius. This project must've been really important to Norman if he was taking it this far. Peter doubted he'd _actually_ take Ock off of it, but it was still surprising.

Peter hesitated where he was, usually he'd hide out in his room until Norman's "visit" was over. But Peter could be sneaky, and Normy-kins was restricted to watching only on the screens. Surely a little peek wouldn't hurt, it was rare he ever got the chance to see the bane of his existence.

Peter switched from walking, to crawling up the wall, then continued to the Big Room. The voice continued talking.

Normans voice was more composed now. "Octavius, I expect something new about Spider-Man tonight."

" _Tonight!_ But Mr. Osborn-"

"Tonight Otto! It can be a new ability or - more preferably - a weakness. But I want _something."_

The hall widened and opened up. Peter looked in the room. He saw his Godfather standing in front of the screens, looking shrunk down and feeble. Norman's face was plastered on the screen in front of him, red hair trimmed and slick back, suit smooth, crisp and pressed, and cold blue eyes that made ice seem downright warm - some might've thought of the man as attractive, but Peter couldn't see it. The twisted sneer on the CEO's face certainly didn't pull in his favor.

Peter scowled at the man that made his, and his Godfathers, lives horrible. His hands gripped the corner of the wall a tad hard and the metal there bent under his fingers. For a minute he wished Norman was here, in person, so Peter could give him a taste of his own medicine. But it was brief and fleeting thought. Even if he was here, he definitely wouldn't come unprepared. Besides, Peter couldn't reveal his existence to the man - which was a shame really. It'd be amusing to see Norman's face when he realized Spider-Man had been right under his nose this whole time.

"Yes sir," Otto muttered in response to Norman's statement, and shuffled away from the screen. Norman nodded in satisfaction, then the screen blinked and the man's face was gone.

As soon as his boss was gone, Otto straightened up and glared at the empty screen, muttering colorful profanities under his breath. The atmosphere became safe of Norman's skeptical eyes and disgusted sneer, so Peter crawled out from his hiding spot.

"Man, who peed in his expensive, $200 Cheerios?" he asked, landing behind Otto.

The scientist whirled around, relief and worry clashing on his face. "Peter! I was beginning to worry. How long were you there?"

"Just got here." Peter told him. "Stormin' Normin' is at it again I see."

A look of annoyance flittered over Octavius features. "Very much so." he replied darkly. "I take it you know what he was here for?"

Peter grimaced, "Yeah," he said. "He wants more results for the whole Spider-Man project. _Tonight._ What do you plan on doing for that?"

Otto huffed, "I'll figure something out. For now, let's discuss what happened earlier." he looked pointedly at Peter. "S.H.I.E.L.D is getting bolder, I see."

"No kidding," the teen agreed, blowing an exasperated puff of air. "I seriously thought he was going to cart me away there for a second."

A frown twitched at the corners of Otto's lips. "Yes, me too." Peter noticed the raw worry in the man's tone. His mouth opened to say something, before it snapped shut again. The teen didn't know _what_ he could say. Meeting Nick Fury was - admittedly - terrifying. It was naive of him to think that he could avoid clashing with S.H.I.E.L.D. Naturally people were going to get curious of the man (or boy) behind the mask. Heck, it was only a matter of time before Peter was unmasked - he was just dreading the day that was going to happen, and was working on making sure that day stayed as far away as possible.

And as hard as it was on Peter, it must've been 5X harder for Octavius. What could his Godfather have done if Nick Fury HAD took him away. Ock would've been forced to watch as his only means of family was taken, with no way of stopping it. Peter hated to think about all the grief he caused his Godfather. But there was nothing he could say to amend for it either.

So the silence between them grew. Peter looked away from his Godfather, and rubbed his shoulders as they sprouted goosebumps from the chilly air. Octavius noticed the boy was shivering and scolded himself for lack of attention. Peter just trudged through at least a mile or two of sewer, he was probably freezing - not to mention Otto could smell him from where he stood.

"You need to take a shower." the scientist told him.

Peter snorted, "Thank you for that. That was nice." he laughed, causing a few chuckles to escape from Otto as well. The atmosphere was light and easy for a minute, before it turned dark again. The conversation they were both avoiding was slowly becoming in impending storm cloud over them. They could practically feel the pressure in the room increase tenfold.

Finally, Otto sighed. "Peter," he started softly.

"I'm not going to stop being Spider-Man." Peter rebutted immediately, looking up at the man with a hard, steely determination. Octavius grimaced in annoyance.

"It would put an end to this madness." Ock pointed out bluntly. "We can improve your skills here, in the lab. You don't need to go out into the city."

"It's not about improving my skills." Peter argued, whirling away so he didn't have to look into the older man's worried (yet fiery) eyes. "I want to help people Octavius. I _like_ helping people."

"Even if they hate you?" Otto burst out in sudden anger, causing Peter to jump back. "Even if they curse and throw things at you? Even if they judge and patronize you every day? _Even_ if they wouldn't even give _you_ a second glance if _you_ needed help?"

Peter was quiet for a minute, staring up at Octavius with wide, surprised eyes. Unable to form a response at first, Peter's eyes flitted away from the older man's as he whispered. "Yes."

"What?"

"Yes, Ock, I would; I _will_. Because...well, if not me, then who? I mean, one of us has to, right? If everyone is just going to hate each other and ignore it when someone is in trouble, well then I don't want to be like them. If I see someone being mugged in an alleyway, I'm gonna help them. If there's a runaway car about to hit into a group of kids, I will stop it. I don't care if they swear, or throw garbage at me. Cause to me, that's one more person who gets to go home to their family. How is that so bad?" Peter shook his head softly, still unable to meet Ock's eyes. "You know why I do what I do, Octavius. This is more than just some hobby to me."

Octavius huffed, but nodded shortly. "I know, I know." he glared at the ground. "But that doesn't mean I don't worry." Peter shifted uncomfortable. One big downsides to being Spider-Man - worrying his Godfather. Otto already had it rough with Norman, Peter hated being a burden as well. Octavius shouldn't have to deal with his boss's attitude AND constantly worrying and fretting over Peter, and whether or not the boy was bleeding out in some alleyway.

The two fell into an ominous silence. Neither spurred the conversation on, but neither cut it off either. Peter picked at the table he was leaning on broodily, whereas Otto was replaying the conversation he overheard from Nick Fury.

The man scowled thoughtfully. He hated knowing that Fury was starting to zero Peter out. If it was up to Otto, than Peter could do his superhero-schtick without having to deal with the attention from higher-ups that usually came with it. But...there was still something that Fury said that stuck...maybe…

Otto looked over at Peter, who was still picking at the table, and shook his head softly. No, he wouldn't get into that. Not now. He noticed Peter was still shivering, and gently nudged the boy with one of his tentacles.

Peter perked up from the touch.

"Go take a shower." Octavius told him, nodding back toward the hidden corridor.

Peter, thankful for the escape of the silent atmosphere, wordlessly obeyed.

 **And this is done. I spent a few days editing it, but I don't think it's quite good yet. But now I'm sick of it staying on my screen, so I'm posting it anyway.**

 **Note to Melancholy Sunshine: That one-shot we talked about ("The Element Song" one), I am still writing that. I promise I have not given up on it. ;)**

 **Tell me what you guys thought of this chapter!**


	4. Brewing Forces

"How did it go, Sir?"

"He's stubborn, a tad obnoxious, and very paranoid." a pause. "But he would still be a good asset, and a valuable member for the team."

"Yes, of course, his skill set is admittedly impressive."

A sigh, "But?"

"But we know nothing about Spider-Man. Is it really a good idea to enlist him? All that we know about him is that he's an orphaned kid with the abilities of a spider and that he's working with an unknown informant. We don't even know where his hideout is."

"I know. A bit frustrating isn't it."

"It's not our way Sir. We're not used to operating in the dark. In my opinion, if I may offer it, is that we should wait until we got a bit more information on this kid."

"I'm aware that this is out of character, Agent Coulson, and frankly I'm not comfortable flying blind either, but…"

"But what?"

"I'm worried about him."

"Worried, Sir?"

"Well, not so much _for_ him than _about_ him. I figure you went over our video files on him."

"Of course."

"Then you know how skilled he really is. _Especially_ for a 16-year-old kid, one who's only hit the street a year ago. From what I can tell, he takes his superheroing "job" quite seriously, albeit a bit foolishly. That's a lot of stress to handle, don't you think? Not even Tony Stark was this tenacious. A teenager is not meant to handle this much stress on their own. There are repercussions."

"So, you're worried about him...breaking?"

"Exactly. I'd rather have any future danger where I can watch it, rather than wait for it to happen. Or better yet, have them as an ally."

"I see. What are your orders?"

There was another pause. "Send out the team as soon as he pops up on our radar. I want to see how they'd get along."

"Yes Sir, Director Fury."

* * *

"Mr. Osborn, your son just arrived."

"Yes, yes - of course, he did. He lives here after all. Just send him to his room and tell him I'm working and mustn't be disturbed."

"Very good, Sir."

The butler closed the door. Norman sighed behind his desk and pulled back up the tabs he was just looking at. He read through the Spider-Man report Octavius just sent him on the holographic screen, all about the hero's precognitive ability to sense danger. It was a fascinating concept that left him grasping for more sense on it, but, as for this information, he's read it all before in earlier reports. The only difference was it was a bit more in-depth with theory and hypothesis - nothing concrete and confirming. Seems like Octavius was grasping at straws.

Growling in agitation, Norman swiped the screen and the report slipped off and away, buried somewhere beneath the systems matrix. Under that tab was several different videos and photos of the wall-crawler, all from different angles and distance, showing his variation of skills and traits.

Norman swiped through each one, evaluating every angle, observing every video, and searching for every power and weakness that this masked vigilante had to show, till that stack diminished too. He's been trailing this web-swinger for months now, pouring everything he could into this project while still staying discreet about it. This Spider-Man was a brilliant creation, a perfect display of natural speed, agility, flexibility, and strength - not to mention that 6th sense warning him of danger. Yes, Spider-Man was the kind of creation every biochemist, scientist, genetics specialist, or black-market salesman could ever want. If Norman could figure out how to replicate these powers, he could make another fortune just selling them to buyers across the globe. Not only that, but he could keep some to himself, the best in show of course, for his own purposes. Imagine, any army of Spider-Men all under his control. The sheer power of it would leave him with no opponent or competitor daring enough to go up against him.

But first, he needed to crack the bug.

His top genetics-scientist, Otto Octavius, was the only one in on this project. Norman didn't want this news to spill on the streets in any way. But, as brilliant as Ock could be, this case left him running in circles too - Norman has had about enough of that useless, bumbling scientist _claiming_ to be far in the research, while really it seemed they still lingered on square one.

Norman laced his fingers together and supported his head on them as he thought. If progress continued like this, he'd be forced to shut down the project. Well, perhaps not the project, but more the scientist behind it. Which would be a shame really. While Octavius was annoying and petty, he is still a genius in nearly all areas of science - especially genetics. It'd be a waste to kill off such a useful _brain._

Before a real decision could be made though, a pleasant ringing sound rose up from inside his desk. Norman opened the first drawer and took out the sleek, black and silver phone there. He didn't need to see the number to know who it was. He put the phone to his ear where it was designed to automatically answer.

"How did it go?" he asked.

The answering voice was male with a somewhat snobby accent. _"Trapster was stopped and put into S.H.I.E.L.D custody, but he_ did _manage to plant the tracker."_

"Good." Norman approved. "But that doesn't explain why you're talking to me about it when you should be tracking _him_."

 _"_ _Well, that's the problem Mr. Osborn."_ the voice sniffed. _"I didn't think you'd want me and the others trashing your facilities."_

"What are you talking about-" the door to the room opened, causing Norman to whirl around to glare at the interrupter. A redhead teen poked his head inside. "Hey, dad."

Norman had to bite his tongue to keep from yelling. "Harry, I'm very busy right now," he said, calmly, pulling the phone slightly from his ear. "I can't talk. If you need something the butler can help you." of all the times his son had to disturb him, it was _now._ Why was it that boy found the worst times to interrupt him?

"Oh, I just -" Harry rubbed his neck sheepishly, nervously kicking the fancy Persian rug as he regarded his father with a small, yet pleased, smile. "I just wanted to tell you that I got a B on my English test today. I'm also getting a tutor to help me with Science, and- "

Norman interrupted icily, " _Harry._ I am busy. Leave."

Harry shrunk back, smile faltering. "Oh...oh, okay. Sorry. I just...sorry." head down, he silently closed the door. Norman sighed exasperatingly as soon as the knob clicked shut. He really needed to do something about his son. Get the boy on _something_ to get him on the right track to inheriting Oscorp, he was just becoming more of a nuisance day after day. But that is a dilemma for another time.

Right now, he had more important things to think about. "What do you mean? What do my facilities have to do with anything?" he demanded.

" _Family troubles?"_ the voice mused instead.

Norman growled through grit teeth, " _Wizard!_ I asked a question."

The voice, Wizard, sighed _"According to the tracer, Spider-Man is under one of the sublevels of Oscorp. Right under your nose, it seems. I figured you might not want us to ruin it, so I called in. Forgive my precautionary instinct."_ the last line was delivered with huffy sarcasm.

Norman decided to ignore it. "Send me the tracer link and stand-by," he ordered.

 _"_ _You're the boss."_ The line clicked and went dead.

The phone was tossed back on the desk as Norman rebooted his system. Not a minute passed before the sent link showed up on his screen. He enlarged it, letting his eyes roam over the blue screen. The little red dot indicating the tracer pulse lightly to show that it was still working. What Wizard said was true. The smudge of red looked to be pacing under Oscorp, in one of the secluded sublevels of the building.

But that wasn't the most surprising part. Oh no. The most surprisingly part was the fact that the glowing dot was positioned right inside of Octavius's lab.

Did Octavius manage to _actually_ capture Spider-Man? If so, Norman would be expecting the call any minute now. But that didn't seem to be the case. Looking at the dot, he suspected that there was something more going on.

Humming in thought, Norman reclasped his hands and leaned back in his seat. Perhaps he could see where this fortunate turn of events would lead. He never knew when an opportunity like this would strike again.

Octavius watched as Peter did series of fluid flips and spins in the little space provided in the small lab. They had to move a few worktables and cabinets to make the room a bit roomier, all of the described was shoved unceremoniously to the side where Peter could easily rearrange the heavy objects if he needed to.

The boy finished with a smooth backflip and landed in his signature crouch. He spread his arms wide with a big smile and sang, "Ta-da!" with a half-bow.

Octavius rolled his eyes, albeit affectionately, and scribbled a few things down on the clipboard pinched between the "fingers" of one of his tentacles.

"Good job," he approved. "You're really beginning to get a handle on your flexibility and agility."

Peter beamed back from the praise. "Aww, it's nothing," he responded cheekily. Then did a perfect back-spring as if to contradict his statement.

Ock sighed. He scribbled a few more things down. "Have you ever watched Olympic acrobats, Peter?"

"Uh...no."

"Well, I think you should. Maybe you can pick up a few pointers or techniques."

Peter stopped, mid-cartwheel, his legs held straight leaning a few inches to the side, with no strain, as he regarded his godfather with a bemused look. "Do you really think that'd work."

"It's not unheard of. Ever heard of a blind man learning to play the piano just by hearing it? Or a dancer copying a move just by watching it a few times? With your natural ability, it shouldn't be too hard."

Peter shrugged. "Alright. It's worth a shot." he finished his cartwheel, as if he never stopped, and stretched long and hard when he stood up. "I've got patrol, Ock." he reminded the older man, glancing idly at the time on one of the screens.

"Are you sure you want to go out tonight?" Ock asked. "Fury might still be on the look for you." Octavius noticed as Peter stiffened - he definitely didn't forget.

"I'll be fine. I mean, he wouldn't try to get me while I was helping people, right?" Peter muttered. "He didn't stop me from leaving last time." he sounded like he was trying to convince himself more than Ock.

Octavius too felt a worm of anxiety at the thought of Peter going out alone again. But what could he do? It wasn't like he was going to shut Peter in a cage to force him to stay in the lab, rather than go on his regular crime-stopping schedule. That would be bad parenting. It wasn't like he's done it before...okay, so _maybe_ Ock _has_ done it before, once, but he did promise Peter he wouldn't do it again on account that Peter never tries to hide the severity of his wounds again.

The tables and cabinets were effortlessly lifted in the air by Peter as he rearranged the lab to its natural state. "I promise I won't be out as long," he swore as he reached for the red mask hanging precariously off a chair.

"Alright. Fine. But make sure your web-shooters are filled before you go."

"Gotcha."

"And bring a few spare cartridges, just in case."

"Kay."

"And if you see any S.H.I.E.L.D agents immediately head back to the Basement."

" _Octavius."_

"I know. I know." Octavius smiled. "Now hurry on out of here before I change my mind."

Peter shot him a quick two-finger salute and disappeared down the hall, back to his room where he could use the Tunnel to get to the surface.

Once he was gone, a serious weight fell on Ock's shoulders. The talk Peter had with Nick Fury still echoed in his mind. The super-spy made sense in what he was talking about. _'You'd have allies and resources at your disposal'_ Ock remembered Nick Fury saying to Peter. Fury was right. There was only so much Octavius could do for his godson down here in a dingy lab. S.H.I.E.L.D had everything Peter, as a young hero, would ever need or hope for. Gadgets, technology, training, the support and drive he required to really open up his potential. Whereas Ock couldn't even get more food to keep up with the teen's metabolism without raising suspicion from Norman.

Sure he tried his best. But perhaps his best wasn't good enough anymore. Perhaps it was time Peter found a better home.

But, then again, just the thought of Peter no longer staying with him left a surprisingly deep ache in his heart. Peter was only 5 years old when Ock found him. Just a little boy with no family and no friends, alone with nothing but a scrappy backpack and a pair of taped-up glasses. It's been 11 years since then. 11 years of comforting him, teaching him, helping him; explaining the fundamental principles of science to a wide-eyed 8-year-old boy, reading him science papers and theories before bed instead of regular kid books.

Octavius chuckled lightly to himself, remembering how excited Peter got when he got to choose between a paper on nuclear fusion or a report on genetic mutation. _I can't believe he actually liked listening to that kind of stuff,_ he thought to himself affectionately, _any other kid would've turned it away on the spot._

Which made Ock realize he couldn't fathom the idea of losing Peter. They were a family. It was a small, secret family. But a family no less. It may seem selfish, but Octavius didn't think he could give that up yet. Richard, his science partner, entrusted him with the responsibility of taking caring of their son - he would not pass the responsibility off to someone else.

Besides, it's been awhile since he's felt truly important to someone. A very long while.

 **DONE! Okay guys, before I go, I wanted to say two things.**

 **Tahitiseabreeze adopted one of my one-shots from "Being There For You" called "Long Live the Queen", it's set in Season 4 when MJ became the Carnage Queen. In this, Carnage Queen brought out the carnage inside Peter and enlisting him to her "family". Anyway, he/she is doing a great job with it and you guys should go check it out.**

 **And,**

 **2) Speaking of "Being There for You" I updated it but the site failed at notifying the people subscribed, so if you want you guys can check it out. It's called "Old Footage"**

 **Anyway, that's all. Hope you enjoyed!**


	5. Oh Your from SHIELDWaitWhat?

Peter came up out of a manhole somewhere near Madison Square Garden. He peeked out of it, allowing himself barely an inch so see out of, listening for any oncoming cars. He'd been almost run over 10 times too many to finally learn in his lesson. Once he was sure he wasn't in the danger of an imminent collision, he quickly scurried out of the manhole and shot a web up to one of the tall buildings, using it to pull himself out of any approaching traffic.

Once safe from potential death by cars, he began his usual patrol through the streets. He'd start up toward Midtown and make his way toward lower New York, where the worst crime usually was. He felt like beating some really bad guys up right now.

As he progressed down to the armpit of the city, he stopped whenever a cry of help or a noise of distress reached his keen ears. Muggers weren't that hard to deal with, sometimes. It usually depended on whether or not they had a weapon, how smart they were, and how determined they were to get away (or beating him up).

He did this for 30 minutes straight before deciding to stop for a breather. Sitting on a building ledge, one leg dangling off the side and the other up with his arms supported on it, he simply stared out into the city. It was calm in its usual chaotic-and-loud way, the rhythm of New York pulsed like the beat in a stereo. It soothed to his adrenaline rushed spider-head. Everything seemed normal, well, you know, this particular city's normal. Grumpy citizens, loud newspaper editors screaming on big screens (Hello to you too, J.J), and, best of all, no signs of S.H.I.E.L.D anywhere.

That was a big relief. The last thing he needed was a bunch of stalkerish agents watching him from the shadows as he beat up purse-snatchers.

But, even as he sat there - higher than most people cared to look - a low tingling tickled across his head.

Huh? Spider-sense?

Peter looked left, then right, then down below. If there _was_ someone nearby, he couldn't see them.

Then the tingling erupted into life as the window he was just leaning against, exploded. Shouting, Peter was blown forward, off the building, where landed roughly on the building next to his perch, creating a crater of cracks where he now lay on the rooftop.

Something jumped out of his peripheral vision. Before he could move, a yellow boot came down on top of his chest, pushing any air he had in his lungs out, and pinning him.

"Stay down, Bug," a female voice warned.

His eyes widened. Above him was a tall woman. She had brown hair hanging loosely around her shoulder, with a gold band on her forehead holding it away from her face, she had long red and yellow pants on, and a belly shirt with one strap holding it up on her right shoulder. In her hands, she clutched a chain with a sharpened spiked metal ball attached to the end.

He - he recognized her.

"Thundra?!" Peter stuttered in surprise. But - but, she was part of the…

Aw crap….

Behind her, another figure floated down using the vibrating gauntlet attached to his wrists. This one wore a maroon, black, and purple technological body suit with the mouth set in a permanent, robotic frown, and glowing red eyes that glared at the hero.

"Claw?"

One last member flew down. He was dressed in his own purple and black suit, only his mask cut off above his nose and took a detour down the side of his cheekbones, to reveal an arrogant smirk surrounded by a black horseshoe mustache. "And Wizard," he finished for Peter. "Hello, Spider-Man."

Aw _crap_!

Did it have to be the Frightful Four? Really?! Right now?

Well, Peter supposed it was the Frightful Three now, seeing how he knocked their last member, Trapster (remember him?), into an S.H.I.E.L.D cell. So, yeah...they probably weren't happy.

"Oh, uh, hey guys." Peter greeted, grunting behind Thundra's crushing boot. "How's it going for the Frightful Four today. Er, sorry, I mean, the uh…maybe you can be called the Terrifying Three now? You know, since I beat up your last member."

Thundra growled and dug her boot further into his chest. "Fine, fine," he wheezed, "The Three Terrifeteers? The Fearsome Threesome - uh...heh...okay, maybe not that last one."

Wizard merely scoffed, "No need to put on a brave face, you must know that you've already lost."

"Oh yeah, and what makes you think that?" Peter questioned, he felt his face going red under his mask from lack of air.

Wizard brought a silver, circular disk out from his suit. "Simple." he answered, "We may not have four members, but we still outnumber you three-to-one." he tossed the disk down where it landed on Peter, right on his spider insignia, just above Thundra's covered pointed boots.

Thundra lifted her boot, stepping completely off of him, and Peter felt himself begin to rise.

"Whoa, whoa, whoa," he shouted as gravity seemed to forget to pull him back down.

Before he could float very high, Thundra whipped her chain so that the middle part wrapped around his feet. Then, with a big smile, she threw him against the side of the building. "Whoo-wee, that felt good," she called.

"Not...really…" Peter groaned into the bricks.

Thundra whipped him back, the opposite way, into another wall. This time she allowed him to float up, but only so Claw could send out a high-frequency wave right at him. Peter shouted as his head was attacked with the sudden painful frequency, as he pulled fruitlessly at the chain around his leg.

When Claw finally stopped, Peter groaned but glared down at Thundra. "Alright Babe-Zilla," he warned, "You asked for it." He shot two webs at her, but was surprised to find the white sticky strands, instead, floated unceremoniously around _him_ like a bunch of slimy, squirmy worms. "Wha-?"

Wizard watched in amusement, "your webbing is trapped in the same anti-gravity force field as you are," he informed mirthfully, looking particularly pleased with himself.

Peter grunted as he fought the flying strands of webbing away as they bunched and stuck to his head like some victorian-era hairdo. "Ugh, this stuff isn't exactly cheap!" Peter huffed, pulling fruitlessly at the webs. Man, they were really sticky. To be honest, he's never really been at the receiving end of them.

Well, it was nice to know they worked.

Wizard watched, unimpressed. "Uh-huh," he said uncaringly, before turning to look at one of his other comrades, saying "Claw." before gesturing to the squirming teen. Claw lifted up his metal - well, heh - claw, and shot another sound wave at him. Peter shouted as his head was berated with noise.

Gah, his head felt like it was getting crushed between two metal blocks. He struggled harder, unable to hold his cries of pain as the frequency got more intense. On the upside, the force of the frequency managed to blow the web strands away and out of Peter's face.

On the other hand, it still hurt like a -

Wizard smirked, "My turn." he grinned, and shot a purple beam at the pained hero. The beam held as it and the sound wave washed over him like a grater on his skin. Abandoning his efforts of escape, all Peter could do is shout in agony for a few seconds longer, before finally going limp.

"He's out," Claw said.

They both turned their weapons away.

Wizard moved forward and hovered in front of the unconscious hero. The villain grabbed Peter's chin, pulling it to the side in observation for a reaction. There was none. The hero was out cold. "Good." he mused, "Makes it easier for us to bring him into our client."

But then, "Peek-a-boo," Peter sang as he lifted his head. Wizard jerked back in surprise. But didn't get far enough before Peter spun and kicked him squarely in the chest. Wizard went careening away, slamming into the building across the one they were inhabiting. "So, tell me more about this client," Peter said, drawing the attention of Thundra and Claw back to him, and away from their leader. "Who hired you bozos? What do they want from me? And how much are they paying you? Cause, you know, I'm going be _really_ offended if I'm cheap."

"Ugh, I preferred him unconscious," Thundra growled.

"Can't prefer something that didn't happen!" Peter retorted.

But he watched, unable to do anything, as she jumped up onto the water tower on the building and pried the top of it off with her hands.

 _Oh, shoot._

With a crazy grin, she looked down at him and jumped, aiming the lid right at him.

 _Oh man, this was gonna hurt…_

Peter winced and braced himself for impact.

Or, at least, the impact that never came.

From somewhere above, a flash of yellow glinted in the sunlight and suddenly the lid was knocked from Thundra's hand. Surprised, the villainess staggered back and landed on her butt with a cry of shock, as the lid crashed behind her nearly crushing Claw, who barely managed to dive out of the way.

Someone landed in front of Peter. It was a guy. He was tall, but thick with muscle, he wore a black and yellow suit with silver metal curled around his upper arm, when he turned a pair of black sunglasses rested on his grim face, the guy had black buzzed cut hair and brown skin.

There was a shadow above and this time something landed on top of Peter. But it wasn't as heavy or painful as Thundra's boot, in fact, it was a girl. She was dressed in a white suit with light tiger stripes on the side, and a pair of fierce-looking narrowed eye lenses on her mask. She grabbed Peter's shoulder, as if to hold him still, and with the other hand sliced the disk on his chest in slivers of metal - as if it was butter. Then she jumped off him, intentionally or unintentionally, forcing him back down to the ground with a greater force than necessary.

Peter hit the ground, gasping in surprise of the sudden rescue and for the fact he landed on his butt really hard. "Who - who? What? W-when? Who?" he stuttered, gesturing wildly to his two unexpected saviors.

"Real articulate." the girl-tiger-person commented, obviously not impressed. Her friend laughed, in what appeared to be, a mocking way. Peter scowled, a tad offended by their bland behavior.

"Hey, I had them on the run." he told them, partially humorous and partially serious.

The tiger-girl scoffed, "Oh yeah, except for the part where you didn't." Peter's scowl deepened. Who were these people? And what right did they have coming in and barging in on his fight?

You mean the fight you were losing, his inner voice remarked.

 _Yeah, shut up!_ he told himself.

Claw must've felt angry too. He fired a sound wave at them, it heading for tiger-girl and Peter. The two were thrown forward, but whereas tiger-girl hit the ground, Peter shot a web and pulled himself up on a wall. Thundra pushed herself up onto her knees, right as a shadow fell over her. She looked up to see the Muscly-guy holding the water-tower cover over his head, saying "I think you dropped this."

But before he could throw it down, Thundra leaped to her feet, grabbed the lid, and spun with her body using the metal cover as leverage to throw the guy into the water tower. The structure fractured under the guy's body, metal beams and legs bent under the pressure and collapsed with a metallic groan. The water inside sloshed out in a rapid wave, overcoming Thundra, and sending both it and the villainess off the edge the building.

Peter jumped off the wall and flipped over the edge too, catching Thundra in the foot with a web while shooting another onto a building. "Whoo, surfs up!" he whooped as the water raced below. The wave engulfed an upside Thundra. She sputtered and choked past it, glaring ferociously up at Peter as it began to die down. He didn't know why though, seeing how he literally just saved her from becoming Babe-Zilla pizza on the street.

Before he could decide if he wanted to let her drop or not, a shadow crept over them both. The water tower lid teetered on the edge of the building, before dipping to the side and plummeting down toward them. Peter swung Thundra to the side, managing to snag her web line into a flagpole in the building side, before dodging the colossal piece of metal himself.

The innocent bystanders watching below in shock shrieked in panic and cowered helplessly as the immense lid came at them.

Well, pedestrian pancakes were not on the menu either.

Peter shot another web, efficiently catching the lid. Moving quickly, he let go of the strand supporting him and rapidly fired more webs to secure the lid firmly in place. That should hold it, for now.

"You miserable little-" Thundra started.

"Tut-tut," Peter scolded and shot a web to keep her mouth shut, while also securing her in the white substance, "and to think, I stopped you from becoming a human splat on the ground. Now is that any way to thank me."

Muscly-guy, who had been watching the scene from above, gasped as he suddenly started to lift off the ground. "Agh, no!" he huffed irritably as Wizard laughed, willing the disk to float him over the side of the building. Muscly-guy squirmed in panic. "Oh, you better not!" he warned.

A humming filled the air.

Out of nowhere, a blue streak zipped through the skies. It zapped the disk off of Muscly-guy's shoulder, allowing the guy to free-fall to the ground. But Peter caught his arm with his webs, the guy shouting a happy "AW YEAH" and actually grinning at him, and swung them both up on the building roof.

Back up there, Wizard was fighting another guy in a gold and black space-looking suit, with _what-appeared-to-be_ a bucket on his head with a red star thing glued on to it, surrounded by a light blue glow. Wizard shot a purple beam while Buckethead shot a blue one, the beams met in the middle and erupted into a white explosion. When the light cleared, and the dust faded, Wizard was seen groaning in his self-made crater with smoke sizzling off his armor.

Ouch, now that had to hurt.

Back on the building, tiger-girl was fighting the last member of the Frightful Four - oh, pardon - the "Terrifeteers". "You're supposed to be tough Claw," she taunted, flipping over him to land on his back. "But I think, you're just a lot of noise."

Claw's claw went up and hit her face. Peter winced. He could almost hear the wrestling-bell ring. She, too, fell off the building.

Gosh, what is with oddly dressed people falling off buildings today?

But Peter caught her too, bringing them back to the roof.

Tiger-girl looked at the arm around her waist in surprise. "Hey, I can save myself!" she growled while swiping at him angrily.

Peter ducked his head away from her claws. "Except for the part where you didn't." he retorted once he wasn't in the danger of getting his eyes clawed out. They landed by the assembling group of his sudden rescuers, where a fourth member had joined. This was another male, only he was dressed in a green body suit with a yellow sash around his waist, a dragon emblem on his chest, and a yellow mask (covering only the top half of his face) tied behind his head in a ninja style.

Peter dropped Tiger-girl in front of the group, before addressing them in frustration, "Okay, now that we're past the explosions and the near-death and stuff; Who are you guys and what are you doing here?"

"Saving your butt, obviously." Buckethead smugly answered.

Peter frowned at him. "If you want to save someone, look down there." he gestured off the building, at the streets, where hoards of people were watching the scene unfold, curious of the outcome, but apparently unworried about their own safety. The four heroes (they were heroes, right?) looked at the crowds, before sharing a glance. Probably wondering why the people were still standing there, gawking.

"Superhero 101," Peter continued, catching their attention again. "We can defend ourselves, they can't. Look, I'll go wrap up these meatheads, I've fought them more AND you guys already did a number on them. You go and make sure the people are alright. Protect and serve and all that."

They stared at him for a second, then Tiger-girl addressed her - uh, team, he supposed - "You heard the man," she told them, "Let's go." she didn't seem as stingy as she had before.

Peter couldn't help but look at her in surprise. Huh...she called him "the man".

As they jumped off the building (willingly this time) to retrieve the suspended water-tower cover, Peter went to find Claw and Wizard, both whom he found shaking off the dazes of their attack. At seeing him approach, they stiffened and went on guard.

"Hey guys," Peter greeted them, "I know our party was interrupted earlier, but I think we can go back to it now." he pounded his clenched fist into his palm in meaning. "Whatya say?"

Claw shot a sound wave, whereas Wizard threw several more of his Anti-Gravity Disks, at him. Peter dodged the frequency attacks and webbed the Anti-Gravity Disk in mid-air and flung them at Claw, which who they reverberated off of and smacked back into Wizard, hitting the villain away. Claw shot another wave at him. But when Peter dodged this time, the wave went past and hit into one of the Daily Bugle jumbotrons with enough force that the structure tipped forward and fell down toward the street; metal, glass, and ranting grumpy man and all.

Peter would've worried about it hitting the bystanders, but then Buckethead (he REALLY needed to learn these guy's name) came flying toward it, yelling at the pedestrians below "Heads up rubbernecks!" and flew straight into it, shattering the jumbotron into pieces. Then coming back and shattering those pieces into smaller pieces, then the same thing with those pieces, till it was nothing but minuscule pieces of steel and glass raining down lightly on covered heads.

Back on the rooftop, Claw managed to finally hit Peter, this time sending him careening over the edge where the jumbotron has once been. On the building across from it, the green costumed guy was watching, his fist shining gold - um...was anyone else seeing that?

Claw spotted him, stating "You're next."

Mr. Shiny Fist didn't look intimidated. "Now the scream of chaos shall meet the soul of iron," he replied calmly.

Even Claw looked weirded out.

Mr. Shiny Fist jumped off the building, yelling a loud "KE-YEAAH!". Peter watched from below, as Claw shot a sound wave and Shiny Fist held put his arm, meeting it fist-first. The next moment was blinding as a loud BOOOOOOM sent all the glass within the block shattering with a goldish white explosion echoing through lower New York. When Peter could see again, he saw Claw falling from the sky, down toward cement.

"Geez guys, always with the falling," Peter muttered, and ran across the buildings horizontally, catching the guys feet with webbing. Claw stopped down below, right in front of Muscly-Guy and Buckethead, bobbing up and down like he was tied to a bungee cord.

"Let's turn down the volume," Muscly-guy suggested with a smirk and grabbed Claw's claw. And then crushed. Not stopping there, Muscly-guy pulled Claw down from the webs and knocked him out with one powerful punch.

KO! Peter shouted in his head.

Tiger-girl, Buckethead, and Muscly-guy all surrounded Claw, arms folded and looking pretty happy with the end result. Before any victory dances could start, a purple beam shot them from behind. They flew forward with a shout, rolling across the ground several times before coming to a stop.

"You won't escape this time," he told them. "My power gloves are charged to their maximum."

Peter jumped and landed on the streetlamp in front of the fallen heroes. "Wait, what's gloves?" he questioned innocently.

"These gloves!" Wizard growled, holding up his gloves, which were sparkling with purple electricity.

Peter softly smacked his head own head with the palm of his hand. "Oh, right," he exclaimed as if just remembering, "You meant those gloves." without pause, he crossed his wrist and shot his webshooters. Two web lines connected to gloves. Wizard seemed to catch, seeing as he yelled a frightened "NO!" right as Spider-Man uncrossed his wrists and pulled, pulling the gloves together.

The air filled with a hum as electricity popped. Then the gloves exploded. Peter clutched the lamppost, having nearly been blasted off his perch. When the dust settled, Wizard lay on the ground in rambling, smoking heap. The glasses to his mask had blown off to reveal to wide eyes staring up at the sky, fluttering around like he was looking at something. The man groaned unemotionally.

Peter webbed him down.

He then turned to the three heroes on the ground. They were groaning, too, with their own pain and slowly raising to their feet. Peter jumped down from the lamppost and gently helped them rise. Shiny Fist was there helping too. He softly set Muscly-guy against the wall.

"Are you guys hurt?" Peter asked, kind of awkwardly. Cause, like, he still didn't know these guys. They literally just popped up out of nowhere to save him. He felt like he should be concerned for their well-being, but they also looked like they would beat him up without a second thought.

"I think...I think we're good." Tiger-girl replied. She got to her feet and looked Peter over as if sizing him up. "You're not too bad," she commented. "A lot better than I thought you'd be, anyway."

Peter raised an eyebrow in disbelief - which went unnoticed due to the mask. "I'm not too bad!" he repeated, "You guys were the ones who showed up out of nowhere! Mind explaining that to me, by the way?"

Shiny Fist approached him with a peaceful smile, "Forgive our intrusion, but you looked as if you needed help."

"W-well," Peter rubbed his neck awkwardly, "I mean, I guess I could've used some help. You know, with that and all. But still, where did you guys come from exactly? WHY did you help me?"

"Cause it the right thing to do?" Muscly-guy tried, but it sounded more like a question.

"Uh-huh." Peter deadpanned, crossing his arms in disbelief.

"Look," Buckethead said, "we saw you down here and thought we'd see how things were going. You needed help, so we saved your butt - a little thank you would do, by the way. You're lucky we stopped by, too. Fury never said anything about having to fight the four stooges back there, and frankly-"

Peter's eyes widened, "FURY?!" he screeched, "You guys are from S.H.I.E.L.D!?"

"Well, yeah," Buckethead scoffed, "Where did you think we came from?" Peter was hardly listening. These guys were S.H.I.E.L.D agents. Freaking S.H.I.E.L.D AGENTS! Were they supposed to bring him in? Is that why they showed up in the first place? So they could drag him back to the Helicarrier by his webs?

He didn't realize he was backing up, away from them, till they were stepping _toward_ him. "Whoa, hey man, where you goin?" Muscly-guy asked.

Peter didn't answer. He quickly turned and shot a web, jumping up and swinging away. He heard them call out to him. Then the patter of feet as they started to follow. "No way. No way. No way." he chanted to himself. This can't be happening right now. He can't go to S.H.I.E.L.D. Who was going to help Ock? Who was going to keep his company? Who was going to help him through the challenges and horror called Norman Osborn?

Nope. There was no way he was going to allow himself to be dragged away by S.H.I.E.L.D. He was going to fight fists and webs before they brought him in.

A hum filled the air as Buckethead flew next to him, "Hey, where are you going?" he demanded. "We just wanted to talk, jeez."

"Leave me alone!" Peter told him, and propelled himself up, using Buckethead as a springboard. The guy sputtered unintelligible as he was knocked off course. Peter landed on a skyscraper building, he ran across the rooftop and jumped onto the one over. Tiger-girl and Shiny Fist came up on either side of him. "We're not going to hurt you," Tiger-girl told him.

"We just want to talk." Shiny Fist added.

"Yeah right," Peter muttered, "Tell Fury to shove a stick up it, and leave me alone." he jumped off the building and started swinging again. His lungs were beginning to burn. He almost forgot about the beating he just took. Thundra must've done some deep bruising to his ribs, his sides ached just from breathing.

"Look, man, you're hurt. Just stop the running and we can't get you help or something." Muscly-guy suggested, he seemed to be having the hardest time keeping up than anyone.

Peter briskly retorted, "I'm fine, thank you." and swung faster. He needed a way out.

"That's it, I'm done." he heard Buckethead say. The next thing he knew he was falling with a limp white strand in his hand. The darn guy must've shot his web. Before he could shoot another one, Buckethead came back around and grabbed him.

"Let me go!" Peter growled. Acting out, he whacked Buckethead right in his bucket. The guy shouted, then cursed, then the two hit the ground, rolling over one another. They squirmed in a piled heap of limbs and spandex. Peter hurriedly entangled himself. "Get away!" he shouted in frustration and lept away, toward the ledge. But Tiger-girl and Muscly-guy were there to intervene.

"We're not here to hurt you!" Tiger-girl repeated, sounding more annoyed this time.

"Then what the frick is with tackling me in midair!" Peter demanded.

"Nova wasn't supposed to do that," she aimed that comment to Buckethead. Huh...so his name was Nova. Eh, he liked Buckethead better.

Buckethead - or Nova - shrugged uncaringly, "What, I wasn't going to chase him all night." he said. He was holding his nose, which looked like it was bleeding. Peter felt a sliver of guilt. He hadn't meant to hit him that hard. "Besides, are we not going to talk about the fact that he JUST GAVE ME A NOSEBLEED!" the guy shouted.

"In his defense, you did tackle." Shiny Fist piped up.

"Whatever."

"You know, he _can_ hear you." Peter snapped. He was down in his usual crouch, one hand up and ready to shoot webs at whoever moved first.

Tiger-girl had her hands up, palms facing him. "How about we start over?" she suggested.

Peter didn't say anything.

"I'm White Tiger," she continued, taking his silence as agreement, "And yes, we're from S.H.I.E.L.D. But we're not going to harm you...unless you keep being difficult." she uttered the last part so quietly, Peter didn't think she intended for him to hear.

"I'm…" Muscly-guy stopped, looking slightly puzzled. "Powerman." he seemed to decide. "You can call me Powerman."

"Powerman?" the other demanded, "Since when?"

"What? He gets to be Spider-MAN." Muscly-guy pointed to Peter. "So why can't I be PowerMAN. It makes sense."

Nova seemed to roll his eyes, but ignored Musc - Powerman."And I'm Nova, the guy you punched in the face." he said dryly. He was still holding his nose.

"I am known as Iron Fist," Shiny Fist said, "Namaste, Spider-Man." he pressed a fist to his open palm and bowed his head.

They all looked at him. Peter stared back. Okay, so he knew their names. Yay? "And I'm Spider-Man." Peter muttered, "But you guys already seem to know that." They all shrugged but didn't give any more information.

From what he could tell, these people - teens? They seemed his age - were sent down here from Fury to talk to him - or something like that. Why, or what for, he didn't know. But he didn't like it.

Was this Fury's way of trying to convince him to join S.H.I.E.L.D.?

Yeah, good job Fury.

All Peter knew right now, was that he wanted to be back in the Basement. His lungs felt raw like someone had spent the last hour rubbing them over with sandpaper. "Look, nice to meets you guys - I guess," Peter told them. "But I need to get going." his eyes glanced to each one of them back and forth, looking for any signs of disagreement.

There was none.

He slowly edged toward the edge of the building.

They didn't move. They simply watched him.

Still watching them, he shot a web to the other building.

Nova scoffed. "If you're going to go, might as well just go," he said.

Peter jumped off the building and swung away. He glanced back a few times to makes sure he wasn't being followed. They hadn't moved a muscle.

He didn't breath properly till he was several blocks away and pulling the cover off a manhole. Once inside, he took a deep breath of the putrid, dank sewer odor. Ugh, he really was aching all over. Man, Ock was going to get so pissed, he said to head to the Basement at the _first sign_ of S.H.I.E.L.D agents.

Well, in his defense, he hadn't known those kids were with Fury and his Lil operation.

Peter's heart stopped. Wait...he still had his comm in his ear. It was connected to the Basement frequency, sending feedback from the fight to Octavius. His Godfather had been watching the whole thing.

So why hadn't Ock said anything?

 **DONE! Cliffhangers. Yay.**

 **Summer break guys! A season to be jolly! Hopefully, I can update more now that school is out. Hope you enjoyed this. If you did, drop me a comment below. If you didn't...I'm sorry.**

 **-OfficialUSMWriter out!**


	6. Breathe

"Ock! Ock! Are you there? Come on, say something!"

Peter felt panic settle in like a giant python wrapping its coils around his chest. He was racing through the sewer tunnels now, not caring for precaution or stealth He needed to get back to the Basement. Ock might be in trouble.

It was getting hard to breathe. Was he even breathing? It didn't feel like he was breathing. His chest felt too tight.

Oh yeah, this was what hyperventilating was like.

He couldn't even think straight with his thoughts on a constant cycle of " _Ock. No, communicate. Danger. Oh no. Bad. Very bad. Go faster. Breath before you die of self-suffocation. Oh crap. Ock's not responding. What happened. AHHHHHHHH!"_

"Please be alright, please be alright, please be alright," he chanted breathlessly. He didn't usually use his webs when traveling underground, but under the circumstances, he didn't care. He sailed through the air by web, dodging pipes and snapping past corners as if his own life was on the line.

He needed to get there! Why couldn't he move faster?!

The entrance to the Basement melted into sight. By the time Peter got to it, he was drenched in sewer, sweating profusely, and still not breathing correctly. His vision swam with the city sewage and his head felt as fuzzy as the mildew on the wall. But he couldn't stop.

He tore the cover off and darted inside. He was back in his room with minutes, already shoving that door aside too. "OCK!" he shouted. His heart stuttered to a stop when he got no response. "OCTAVIUS!"

But then, somewhere in the Big Room, "Peter?"

Peter nearly sagged in relief. He was in the Big Room within a flash. Upon seeing the familiar tangle of black hair and the round, orange glasses, Peter could've cried in happiness. Octavius quickly moved closer, his face sketched in wild concern.

"Peter are you hurt?"

"Ock are you alright?"

Both eyes roamed over the other, looking for injuries. Peter circled the older man, looking for any sign of pain or discomfort. Whereas Ock followed the same pattern looking for the same thing.

"What happened?"

"What's wrong?"

"Are you hurt?"

"Why is your face turning purple?"

"Do I need to find a doctor?"

"Where did you get those wounds?"

Peter glanced idly at the scrapes he got from the earlier fight. "It's nothing. What about you? Are you okay? Did something happen while I was gone?"

Ock drew back a little. "Okay? Of course, I'm okay. Why wouldn't I be?" he examined Peter worriedly. "What happened out there? You look like you're about to pass out," And it was probably true. Peter's chest still felt tight, and he was pretty sure normal breathing wasn't supposed to be raspy.

But he couldn't care. Ock was alright. He was okay. Peter surged forward and wrapped the man in a crushing hug. "I was so worried," he gasped, "Why weren't you responding to your comm?"

Ock's arms hung useless and paralyzed by his side, but two of his tentacles reached up to calm Peter. One gently brushed the hair out of the teen's eyes, whereas the other pat his shoulder in a jerky, but still somewhat soothing way. "I was working on a report for Norman, I didn't realize the link was off. What," Peter felt the older man's gaze on him. "What happened out there?"

Peter swallowed thickly. "I...I ran into some S.H.I.E.L.D agents,"

Ock sucked in a breath. "Peter-"

"I know - but I didn't realize. They wore costumes like me. I just thought they were a few rookie heroes. I didn't - I didn't -" his embrace got stronger. "I'm sorry. I just...I thought something happened to you,"

Ock said, "No, I'm alright," as the two tentacles wrapped Peter in their own makeshift hug. "It was my fault. I should've made sure the link was up. I'm sorry. I'm so sorry. It was my fault. My fault," Gradually, Peter began to breathe evenly again. When he finally looked up, his eyes were tinged red and watery.

He must've realized it too as he stepped back and shamefully ducked his head. "I -uh...didn't mean to freak out or-" Ock gently shushed him.

"It's alright," the scientist soothed. "I understand. Go change out of those wet clothes. Dinner will be ready when you get out,"

Peter nodded once and turned back down the hall. He hugged himself with his arms as he walked, feeling goosebumps from the cold become a rash on his arms. His head felt dizzy. He hasn't hyperventilated like that for at least a year. He wrapped his arms tighter and headed back to his room.

 _That night, Peter dreamed of another night from many years ago. He remembered lying in bed as a_ 6-year-old _, hugging his astronaut blankets to his body as he gazed up at the glowing star stickers on the ceiling. The nightlight was blue. The lights were off, but he wasn't afraid. Uncle Ben taught him how to be brave._

 _But then, there were loud noises downstairs. Someone was yelling. Someone Peter didn't recognize. "Give me your money! Give me all you money!"_

 _There was a scuffle. Suddenly, there was another loud noise, but this one like thunder._

 _BANG!_

 _Then another._

 _BANG!_

 _Then it was quiet. The footsteps of someone running through the house thudded from downstairs, then that of the door slamming shut. Peter was scared. He was petrified. The nightlight didn't help. "Uncle Ben!" he called, almost tentatively._

 _He got no answer._

 _"Aunt May?"_

 _Still nothing._

 _"Uncle Ben...Aunt May..." whispers turned to terrified sobs. "UNCLE BEN!...AUNT MAY!"_

 _Why weren't they coming?_

 _When he walked downstairs, blanket clutched in hand, to seek them out, he spotted two slumped figures in the living room. He saw blood staining the carpet. He couldn't breathe. Tears blurred his eyes. He screamed for them, "UNCLE BEN AUNT MAY!"_

 _Everything was quiet. Because no one answered._

Peter woke up in his own sweat, unable to breathe.

¯\\_(ツ)_/¯


	7. Observations

"So, what did you guys think of him?"

The teens all shared a look. Iron Fist rubbed his neck slowly, "He seems..."

"Jumpy," Powerman said.

"Anxious," White Tiger supplied.

"Bratty," Nova grouched. He softly rubbed his sore nose, which was now sporting a small butterfly bandage on the bridge. "And that's me being nice,"

White Tiger rolled her eyes, "He didn't even break it, it was just a nosebleed,"

"' _it's was just a nosebleed'_ ," Nova mocked in a soprano voice several notes to high, earning a glare from Tiger. "Yeah, says the person who DIDN'T get hit in the nose,"

"You've been hit harder, dude," Powerman said.

"Doesn't mean I like it!"

"Well, at least you're learning how to take a hit," Iron Fist supplied.

Coulson rapped his knuckled against the table to bring their attention back to him. "Focus team. Now, how do you feel bringing him TO the team?"

They all thought to themselves for a minute. Powerman leaned back in his chair with a shrug, "I fine with it, I guess. I mean, there's no reason why he can't,"

"He was better than I thought he'd be," Tiger agreed slowly. "He talks a lot, but I guess that's nothing a little training won't fix,"

Iron Fist nodded. "He seems like a valuable asset. I think he could bring much to the table. I'm fine with this also,"

They all looked at Nova.

He was slouched in his chair, arms crossed, and scowling. Noticing the looks in his directions, he sunk further into the seat. "But we don't even anything about him!" he objected. "Besides, you guys hear what they said about him on the Bugle channel. He's a menace,"

Powerman's nose scrunched up as he turned to regard Nova with quirked eyebrows. "Do you really believe the Bugle?" he questioned, "Just last week Jameson was saying Iron Man was a terrorist and that half of the population of Paris is aliens,"

Nova picked at the table. After a moments silence, he huffed, "Yeah, okay, I guess you have a point there," they continued to stare at him. "Fine! Okay, whatever. He can join. Gives me time to get back at him anyway...and to be fair, that Paris theory had some pretty solid points,"

"Alright, so you're all good with that?" Coulson repeated, ignoring Nova's last bit. They nodded. "Good. Now that we've got the team leader issue sorted out, I want you guys to work on-"

The teens jerked up in surprise. "Whoa, whoa, whoa, whoa," Powerman interrupted loudly, waving his hands in the air to cut Coulson off. "What?"

"Hold up, you never said anything about him being team leader," Tiger growled.

"I thought I was team leader!"

Iron Fist frowned. "Are you sure he'd be up to the task?"

Coulson cut off their shouting with a wave of his hand. "He has experience on the streets and knows a thing or two about public safety. Fury thinks he would be a good comrade and leader, especially since..."

"Since Deadpool left?" Nova demanded sourly. "Uh, no offense to Director Fury, but I don't think this new guy can replace Deadpool. Why can't we just keep our old leader?"

"Because Deadpool has gone off the deep end and left us," a new voice said.

They all whirled around, facing the brown-skinned, one eyed Director of S.H.I.E.L.D. He walked around the debriefing table the teens were sitting at and joined Coulson at the head. He regarded them coolly, ignoring the looks of surprise and frustration. "Deadpool is no longer a part of S.H.I.E.L.D and you will definitely not be rallying with him anytime soon,"

"What do you mean 'off the deep end'?" Powerman demanded. "We're a team. He wouldn't just ditch us!"

Fury's eyebrow quirked up. "Deep end, as in no longer with good values. You WERE a team, and yes, he did. And I know that's kind of hard to wrap your head around, but it is what it is. Now, it's time for you all to continue with your training, and I believe Spider-Man is the best choice you have for a team leader,"

"What about me?" Nova snapped, rushing to his feet. "I'm a good team leader!"

Fury stared at him until he slowly sat back down. Looking at the paper in his hand, the Director tossed them across the table so they slid by each of the teens. "These are his files. We're not going to divulge his identity yet, but you will find his regular patrol areas and stake out points there, as well as a summary of his basic powers,"

"Are you sure revealing his identity without his consent is the best thing?" Iron Fist asked with a raise of his hand.

"Life isn't fair," Nick Fury replied dully.

Huffing, with a roll of their eyes, the kids opened the files and glanced over them. Tiger glared down at the clipped photo of Spider-Man in the corner of the file. "He's a solo player, he's never been on a team, and he ran away from us as soon as we mentioned you, Director," she said just below a snarl. "What makes you think he'll even want to join,"

The Direction eyes met hers. His expression was calm and guarded, as it always was, but this time she caught sight of something almost mirthful in his gaze. As if he knew something no else did. Which, knowing him, was probably true.

His look cut from hers and looked over the rest of the team, hitting each of their gazes, as he said, "Believe me when I say that won't be a problem,"

 **Small update, but it is what it is.**

 **The new Spider-Man cartoon is officially out! WHOO HOO! *still sad about USM ending, to be honest,* But I'm willing to give this new cartoon a try!**

 **Speaking of giving it a try, I actually have watched it and posted my (spoiler) review in my Ultimate Spider-Man forum. You guys SHOULD know the one I'm talking about, but if you don't it's called "The Ultimate Spider-Man Forum: For all your fandom needs"**

 **The review is under the forum topic labeled "Fun Talk" so if you want to know my thoughts on the episodes (not sure why you would) then you can find it there! I would love to talk to you guys about it!**


	8. Festering Plans

_Norman Osborn POV_

The red dot pulsed on the screen like a beating heart, shining brightly against the cool blue layout of the map of one of the many facilities built beneath Oscorp. Norman watched it, silently rubbing his chin in thought as his eyes followed the light. The dot was walking around in a circle down in Ock's lab, namely the main sector where most of the experimenting went on and seemed to be following the thrumming green dot symbolizing his employee, Dr. Octavius.

Eyes furrowing, he leaned forward in his chair, elbows on the desk, with his lips pursed. Spider-Man was right there, in front of his face and just ripe for the picking. He could pluck that self-proclaimed "hero" from the lab with a simple push of a button or flip of a switch. And if he did that, then any means of exit down in the rooms would instantly shut off and the lab would go on full lockdown, which would - hopefully - give him enough time to figure out a way to immobilize both of the people inside.

It was a good planned. Straight forward and to the point, as he liked it. But there was only one problem: there was still the chance that Spider-Man would get away. The guy has been sneaking in and out of his facilities for who knows how long without him ever knowing it. There had to be a tunnel or an exit he didn't know about - something that gave Spider-Man access to the outside world. Now Norman could be a patient guy; it wasn't out of his list of capabilities. Patience came with running a company. But, then again, so did action.

He has already been waiting patiently for Spider-Man to reveal the mystery exit, but that damn arachnid hadn't left the lab for three days. Three days of a constant cycle of Spider-Man hiding out in a storage compartment Norman had completely forgotten about (which he was, admittedly, thankful to rediscover), and following Octavius around like some lost puppy - which actually also validated his theory that Octavius knew about the hero but wasn't telling him.

But now, Norman has had enough of observing. Every time he called upon Ock, Spider-Man was nowhere in sight, even when the red dot indicated that the hero was still in the room. It was annoying having to listen to Otto's blasphemy and bumbling lies over and over again without fail. But if that wasn't enough, he still felt he needed to SEE his target. He needed to know. Unfortunately, his troubles didn't stop there. The other pain in his butt came in the form of the organization: S.H.I.E.L.D and its sudden interest in Spider-Man. Yes, Norman saw those clips of the fight against the Frightful Four, with Nick Fury's lapdog heroes fighting alongside his future project and - he wouldn't admit it, but - it made him nervous. If Spider-Man joined Nick Fury and his merry band of delinquents, there Norman's chances of getting that spider-army dropped down into the negatives.

Which is something he couldn't allow.

Which meant there was no more time for sitting and waiting. He had to act NOW or else it would be Director Fury with a biological agent and not Norman. But he still couldn't just lock the lab down, he needed a fool-proof way to keep Octavius from messing things up and a plan to properly sedate and obtain Spider-Man, or else the arachnid would just slip through his fingers again.

He needed to be smart about this.

As his mind began to build up plans, the phone on his desk rang, instantly snagging his attention. Sighing, Norman stared for just a second, before he grabbed the phone and brought it to his ear, answering with a, "Hello?"

" _Good morning Mr. Osborn,_ " his secretary greeted robotically from the other end. " _I'm am to remind you of the Midtown High science class field trip to Oscorp today,_ " she said. " _They'll be arriving in 1 hour and 12 minutes. Did you want to make a special appearance during their tour?"_

Norman pinched the bridge of his nose. No, of course, he didn't want to stop his plans just to say hi to a bunch of snot-nosed, delinquent kids. Besides, he had completely forgotten how much Harry and begged for the science class to go on their yearly visit. A pathetic display, to be honest, and equally annoying. Besides, why would he want a group of kids in his labs after what happened last year? A genetically modified spider had disappeared the last time he allowed the field to Oscorp. The security team found it, of course, but that didn't mean Norman forgot about it being let out in the first place. None of his scientists were so lazy that it would cause a specimen would escape - that's just unthinkable. No - it must have been one of those kids that let it out. A glue-fingered idiot unable to understand the danger of pestering something new and different. And yet, he still found himself saying yes to Harry's argument. Maybe it was because Midtown High's science program was one of the best in the country, or maybe it was because Harry's begging was just embarrassing - either way, a science class was visiting his company. But that didn't mean he had to be there for it.

"No," he said. "I'm afraid I won't be able to make it this year."

"Yes, Sir."

"Anything else?"

"No, that was all."

Norman ended the call. Sighing again, he glanced back at the computer screen. His eyes followed the red dot, and, despite the numerous obstacles blocking him from his new specimen, he could suppress his smile. So many opportunities right at his fingertips that he could practically taste them. Spider-Man would change the world of science as he knew it, whether the arachnid wanted to be a part of it willingly or not. All Norman needed to do was snatch him up before S.H.I.E.L.D got to him first.

And...and now, he might just know what he needed to do, to do just that.

Norman shut off the screen and got up from his seat. He straightened his tie and dusted off his suit as he walked out the door, smile growing wider with each step.


	9. A Bloomin' Friendship!

Peter POV

Peter couldn't bring himself to leave the lab for 3 days.

Don't get him wrong, he wanted too - every single night. But every time he took a look at his costume, or made a move to put it on, his thoughts were jerked back to his irrational paranoia that Otto would not be here when he got back. Peter would kick the dirty costume back under the bed every time.

He stayed closer to his Godfather. He helped around the lab, assisted in any experiments Octavius needed an extra hand with (which was few and far between), and cleaned up any science equipment that needed it - only having to run out of sight twice when Norman Osborn unexpectedly flashed his concrete face on the screens with a question or cold remark for Otto.

Once gone the second time, Otto had turned to Peter with his metallic arms wringing together anxiously, "These frequent visits are beginning to worry me,"

But Peter waved off Otto's concern, not wanting to rile the aging man. "Ah, don't worry about little ol' me," he said, "Norman won't find me. I've become very skilled in the art of hiding under the table."

Otto sighed, but Peter wasn't able to tell if it was in amusement or exasperation. So he went with mildly entertained and got back to work cleaning out the test tubes and beakers.

But, after a couple hours more of cleaning, there was nothing left. There was only so much he could accomplish in a small, hidden lab designed for one. So, humming the 'Fresh of Bel-Air' theme song, Peter set down his rag, sat on a nearby tabletop with his legs swinging, and watched as Otto fiddled with a bit of his DNA under a telescope.

Peter vaguely wondered what was going on under that scope. He's never actually done a close up study of his DNA molecular, but judging by the words Otto kept mumbling under his breath, it seemed like it was something cool. Head tilting curiously, Peter hopped down from the table and slowly looked over Otto's shoulder.

Otto's head turned up to him almost instantly, with the question, "What are you doing?"

Peter took a step back holding his hands out sheepishly, "Sorry, sorry. Just curious."

Otto looked stared at him a second longer, before turning back to the telescope. Rocking on the balls of his feet, Peter twiddled his thumbs innocently as he looked indiscriminately up at the ceiling - yep, the roof was still constructed of concrete and pipes - nothing out of the ordinary there. His head dropped back down at Otto who had been sucked back into the telescope and its data again.

He really shouldn't bother him when he got to work. There was no place for distractions in this lab. But yet, Peter found himself creeping up again hoping to get a look at the glass slide his DNA was on. Maybe later when Otto was sleeping, he could take a small peek for himself.

"Peter, do you need something?"

Peter jumped back again, shaking his head. "Nope. No. All good here. Just go back to working, Otto. I'm just gonna," he jerked his thumbs over to the table. "Go back over there." With that, he slunked away.

Octavius sighed, pinching the bridge of his nose softly with one of his tentacles. "Peter, why don't you go take a break."

"A break?" Peter stopped his random tapping on the tabletop to look up at Otto. "A break from what?"

Otto adjusted the telescope. "From being in the lab," he said. "It's not healthy for a kid to be cooped up inside for so long."

Peter folded his arms with a snort. "Yeah, tell that to any teenager ever." He went back to tapping out a tuneless rhythm. "Besides, I thought you didn't like me going out as Spider-Man, especially with S.H.I.E.L.D on my back now. I would've thought you'd like me staying in here more."

"Then why don't you go out as Peter Parker instead?"

Peter gaped up at Otto, both his bouncing legs and fingers freezing in place. He stared for a while, mouth opening and closing like a fish before he managed to sputter out, "Do-do you - can I really?"

Black hair nodded in verification. "Of course. Well, as long as you're careful. I heard there was a school trip planned to go to Oscorp today. Perhaps you can sneak in with them." Peter was grinning before the sentence was even finished. He instantly jumped from the table, making a beeline for his room to grab his least smelly clothes while yelling over his shoulder "YOU'RE THE BEST OTTO!"

Otto smiled down at the table. "JUST REMEMBER TO BE CAREFUL THIS TIME- OH, AND NO MORE SPIDER BITES!" he shouted back.

* * *

His fingers drummed rapidly against his thigh as he leaned as casually against the Oscorp building as he could manage. Now sporting a semi-clean t-shirt, a blue, button up shirt, and jeans, subtly finished off with his web-shooters snapped coyly around his wrists and hidden under his long sleeves, Peter was ready to infiltrate Oscorp.

Okay, maybe joining in with a group of high school students wasn't exactly a grade-A ninja invasion. But he liked to believe – pretend - he was infiltrating Oscorp to hunt down Norman. Once found, he'd corner the jerk, and force him to release his godfather from whatever deal or contract they had and let them both go free. Unfortunately, though, just the thought of confronting Norman face to face left a cold shiver running done Peter's spine, and he also promised Otto he'd keep a low profile today. Meaning, if he was to so much as see Norman, he was to head right out the door and back to the Basement. Which Peter hoped wasn't the case because there was something, in particular, he needed from this trip.

With still no sign of the bus, he sighed, fingers thrumming on full power as he continually glanced up and down the street. What was taking Midtown so long anyway? It was 10 minutes over the time they should've been here. It wasn't exactly courteous to keep the powerfully rich manic and his equally sinister company waiting. Unless they arrived before Peter got here...

Wait a second...did the class arrive before him? Did he just get the wrong time? Were they in the building right now without him knowing it? If so, then there went all his plans for the day and he'd have to return to the Basement to continue pestering Otto. Well, unless he could find a way to sneak in the building. But before he could devise a way to scale up the side of the building without being seen, down on the street a yellow bus pulled itself up from the city traffic and came to a stop at the curb. A thrill of excitement shot up Peter's spine and he had to stick his back to the wall to refrain from running down the steps and enveloping that bus driver into a tight bear hug.

Biting his lip to hold back the goofy smile, he ducked his head and pretended to study the intricate lines of the sidewalk as the students filed out of the bus, filling the ordinary commotions of the streets with laughter and loud chatter that only a group of teenagers could muster. He waited in tensed silence as the kids were hastily put into lines by the chaperones, which, of course, morphed back into clustered groups halfway up to the building.

Up close, he could see them better. The kids, that is. Tall, short, thin, fat, muscular, flabby. It was amazing. Kids HIS age right in front of him. Peter loved Otto to death, but it's not like he could hang out or play video games with him. They couldn't schedule playdates with kids his age, growing up. It had always been just him, Otto and science. Being so close to them now was...exciting and, surprisingly, nerve-wracking.

A frown chased the smile from Peter's face and he took a small, hesitant step back. It seemed like a lot more fun last year when he snuck in with the class from Midtown - the same one as now, maybe - but then again, he had been too drunk off the nervous excitement that came with sneaking out to actually think about what he was doing. That had been one of his first true acts of rebellion. But this time it was different. He had permission. He wasn't high on adrenaline and excitement. It was just him and his rational emotions.

And right now, those emotions were making him feel nauseous. The kind of nauseous that squirmed in his belly and tickled his throat and the back of his tongue, while also making him want to run the opposite direction. But his feet were frozen in their tracks too, so that wasn't an option either.

Oh, come on! Peter chastised himself. If you did it once you can do it again. A flame of determination thawed his cold feet and surged forward to merge in with the back of class before they made it through the doors. He closed the door behind him, taking one last fleeting glance at the open space between the buildings. Nerves still squirmed in his stomachs, but he felt an easy breath pass through his lungs and he smiled, feeling lighter in weight. That wasn't so bad. The first steps were always hardest, right?

He turned and felt his jaw drop. Everything looked so different, brighter, and sharper. Luminescent lights bathed the room in gold light, making the granite floor bright with luster. Receptionists desks were placed in a straight line up front, all sleek and shiny metal with the word "Oscorp" grafted on their shared front in gleaming black. Dark, plush leather couches and armchairs were arranged in a warm and friendly sitting area, with green potted plants spread subtly here and there for personality. The Receptionists sat at their desks either tapping away on sleek Oz-pads and paper-thin computers or waiting with curved smiles to assist anyone who approached. As amazed as Peter was with the new look, he didn't let himself get too wrapped up in it. The class of awed onlookers was already moving toward the receptionist desks without him. Peter quickly followed after.

There, he casually joined in with the cluster in the back where people were less likely to spot him. Now, it was all a matter of waiting for the tour to start. They might do a small role-call, but he was pretty small and the guy in front of him was tall, so no one would notice him. He tapped his foot and waited. Up front, the chaperones were calling out names. Curious, Peter peered past the shoulders of the kid in front of him, and he felt his blood run cold. Up front, the chaperones were holding a bag of student name badges and crossing names off a checklist whilst handing them out to their designated person. Peter felt panic clamp down in his stomach.

They didn't have those last year! When did they decide THAT was a good idea? Peter ducked behind the tall guy in front of him, mind racing with negative thoughts. None of these teachers knew him, neither did the students. He stands out like a sore thumb. He'd be rooted out on the spot, and then they'd question him, and call security and then - oh shit. Would if they called Norman Osborn down? Would if Norman had him arrested for attempting a break in? He'd be handed over to the authorities and when they look him up and find out he has no living relatives they were going put him in the system! He'd never see Otto again!

"No, no, no, no, no," he chanted under his breath as a mantra. Taking a step back, he did a quick glance for the security guards who would spot him at any moment and come running to seize him. His back was turned when a hand suddenly clamped down on his shoulder.

"Something wrong, boy?"

Peter whirled around, eyes wide, and found himself looking into the eyes of one of the chaperones. A tall man, kind of pudgy, but not overly so, with thinning brown hair and unfocused green eyes. He was staring at Peter, with no apparent look of alarm or surprise. Peter swallowed thickly.

"I-I-I was just-" he stammered helplessly.

The adult frowned, "Well speak up. Come on, I can't understand you if you mumble,"

Any minute now. Any minute the guy would realize he wasn't apart of the class and it would all be over. "I-I'm just..."

The old man sighed, "Look, Charlie, we've talked about this. If you have something to say, just say it. There's no judgment here,"

Peter blinked. He did a quick glance behind him but no one was there. Charlie? Who the heck is Charlie? Eyebrows furrowing in suspicion, Peter looked closer up at the man. The guys' eyes were squinting, the retinas under the lids twitching from one side to the other as if trying to find something. It was then that Peter realized it. This man had bad vision. He must be farsighted or something. Why else would he not raise the alarm and call Peter, Charlie?

Maybe he wasn't busted after all.

Peter straightened up. "S-sorry, Sir," he mumbled, trying to lower his voice. He never thought he'd think this but, the less he talked the better. "I, uh...just need my um.."

The old man squinted up at the person handing out names badges and smiled. "Oh," he chuckled. "You need your pin. Ever the shy one, Charles." he roughed up Peter's hair a bit. "Alright, I'll go get it for ya," The old man walked away, Peter watched him, still in shock, unable to believe his luck. The old man cut to the chaperone and mumbled a few words, then was given a badge before hobbling back. He passed the pin off to Peter, who took it with eager hands.

"Thank you," Peter said, quickly clipping it to his shirt.

The man smiled. "Sure thing. But, you know, I could've sworn you weren't coming today. I thought you got that flu that was going around."

Peter felt his grin falter slightly. "I - uh, got better."

"Oh really?" the man challenged, "I don't know, your voice seems kind of high." Peter grin fell. High pitched? He wasn't high pitched! The old man chuckled, as if picking up on his thought, "But alright, get a move on it. Don't want to waste any time do we?" he ushered Peter toward the group, who chuckled sheepishly and reconnected himself to the back where no one would notice him.

After another few minutes of sorting, they were ready to go. Peter looked around for the tour guide but was startled when a metal sphere appeared from behind the receptionist's desk and hovered in the air just in front of the group. A murmur rippled through the students as they looked up at this new object with similar surprise and equal fascination. That murmur heightened into an excited buzz as a blue dot appeared in the sphere and shot out a wide ray of light 4 feet across and 4 feet wide. Leaning forward with curiosity, Peter watched as something began to flicker within the light, hundreds of pixelated colors flashed and connected until a model of a professionally-looking woman appeared. She looked up with computer-blue eyes and smiled at them in welcome, her hands clasped together in the front of her white business suit.

"Hello everyone," her voice was kind but tinted with that level of robotics that left it ringing hollow. "My name is Holly, and I will be your tour guide. Today we will explore the wonders of the many new and industrial discoveries of Oscorp, in both the field of science and technology. Please stay within the group and do not wander off. The various projects funded and discovered by Oscorp are marvelous, but they can also be dangerous and we must take the utmost caution." with that her entire being blinked and suddenly her back was to them. "Follow me please and remember to stay with the group." and then they were off.

Peter hung back, observing from a good distance. It was no problem with his enhanced vision, he could see the presented "Oscorp wonders" with pristine vision as good in the back of the class as he would in front. He especially liked the prototypes of a still-developing radiation scanner that would go deep into human tissue and organs to detect how much radiation is inside the body of a cancer patient when going through treatment.

The new aerial dispersal unit was pretty awesome too.

But what he really wanted to see was the upcoming exhibit. It was what he's been wanting to see for a year now. Holly led them around the bend. Peter looked over anxiously, feeling a nervous buzz settle in his limbs. But when the next exhibit came into view, he felt his excitement fizzle and pop out.

"Here, Oscorp technicians are working on bringing you all the newest and best working Oscorp iPhones," Holly gestured to the numerous workers around the room, working on different small pieces of tech. "With this new phone, consumers will be able to produce their own..." Peter stopped listening at that point. He gazed around the workroom, frown deepening with the weight of disappointment in his chest.

So maybe he didn't come here just to be with kids his age or to see what Oscorp had to offer. He wanted to get to know more about the creature that made him the way he was. This room was used to hold a small collection of experimented on spiders. It was the same room in which he was bitten in last year. A part of him, he now realized was naive, had hoped that the project would still be going. The scientists behind it must've realized that they had something good going, right? One of those spiders gave him SPIDER powers for goodness sake! How could they miss that?

Peter almost raised his hand, intent on asking where the spiders were moved to before recalling that he wasn't technically supposed to even be there. Drawing attention from the students and chaperones would only cause trouble that he preferred avoiding. His mouth clicked shut and he stuffed his hands into his jean pockets, head down. So much for getting some answers.

Soon enough, Holly was moving them along again. But instead of following this time, Peter gradually slowed his pace till the group left him behind and ducked away into a room. Honestly, there was nothing else he wanted to do with Oscorp. All he wanted was the spiders, and it looked like they took that from him too.

He leaned against the wall, lips pursing in thought. There was no way they got rid of the spiders; someone must've figured out their value. So if the spiders were moved somewhere else, then Peter figured he'd just have to find them on his own. Eyes narrowed in fixed determination, he glanced left and right before casually joining in with the stream of people down the hall, leaning himself so he looked small and unnoticeable.

It worked well enough that it got him to the next lab. Inside was a room of lab-coated scientists observing the effects of something behind a wall of glass. There was a small explosion then a flurry of scratching pencils on paper. Peter moved on. The next was similar to the first, only the scientists were looking in microscopes and working with test tubes and beakers. In the corner, a guy suddenly lurched away as the beaker he was using being to dissolve in a puddle of goo - interesting, but not what Peter was looking for.

It was in the next room when Peter felt his spider-sense tingle down his spine. He froze, glancing sideways. A security guard at the end of the hall was watching him. It was a big, beefy guy, with logs for arms and a tree-trunk chest; his eyes were dark and narrowed and definitely aimed in his direction. Peter looked away, grimacing, but kept up his pace. Through his peripheral vision, he saw the guard shift up from his position to follow.

 _Crap._

Peter increased his pace slightly. He needed to lose this guy, and quick. If he was caught it was game over. He'd be handed back to a class he didn't belong with, then probably have the cops called on him for - for...for something. All Peter know was that Otto would be pissed if that happened - so, definitely, a no go.

He glanced to and fro, looking for any sign of refuge. Turning the corner, the guard was temporarily cut from view which gave Peter just the time he needed. He quickly spotted a small door farther down the hall. His nose wrinkled in objection as soon as he saw. There was no way he was hiding in a storage room or a janitor's closet, that was way too cliche. The guard would find him within seconds. Nope, he needed a better hiding place, like a-like a...uh...okay, screw it, options were limited. Janitors closet it was.

Peter made a beeline for it. He yanked it open and stepped inside, closing it behind him just as the guard turned the corner. He held his breath, praying that the guy was dull-brained and just walked past. But his praying to the deity of science was interrupted by a startled voice to his right, "Excuse me, who are you? What are you doing in here?"

Peter jumped back, and erupted into muffled curses when he hit his toe on the corner of the door. Grimacing and holding his foot, he looked over making out the faint outline of another human being in the black, dusty space. He squinted, willing his eyes to adjust to the new lighting. "Oh, I - uh, sorry. I didn't think anyone else was in here." It was hard to make out any distinguishing features of the new person, even with his enhanced vision.

The person, male judging by their voice, snorted. "That's obvious. You wouldn't have jumped five feet if you did." the guy shuffled a little, leaning against the wall. "So, what brings you to my knick of the building?"

This time it was Peter's turn to snort. He did a quick glance over the space. "You're part of the building? Mops and brooms? What are, the janitor or something?"

"I might be," the voice challenged, though he didn't sound too offended. "But you never answered my question. Who are you and what are YOU doing in here."

Peter squinted, nose wrinkling. He knocked a mop out of his face. "Well, uh - technically, you never gave me a name either," he dully reminded.

A head tilted in the dark. "But I asked first."

"But it's rude not to introduce yourself before asking your guest questions."

A huffed laugh. "So you're my guest now. Alright, touche. How about this, we'll say our names at the same time. That's fair."

Peter smiled. "Fine, sounds fair enough. On the count of 3?"

"Sounds good. 1...2...3..."

It was silent between both. After a few more seconds of dusty silence, the two boys burst into chuckles and giggles. "Alright, alright," Peter laughed. "I'll go first." he stuck out his hand. "My name's Peter Parker. You?"

A hand reached out to take his. "Hey Peter, my names-" but the other boy was interrupted by a sudden flash of light. The door to the janitor closet flung open and a strong hand clapped Peter's shoulder, dragging him out into the hall. The same of which happened with the other boy. Peter blinked dots from his eyes and found himself face to face with the security guard from earlier.

Dumb janitor closet, Peter thought glumly.

"There ya are," a deep voice grumbled. "Thought you could hide, did ya?" a chuckle. "Sorry boy, but nothing gets past me." Peter rolled his eyes, half annoyed with the guard and the other half with himself. He looked past the smug face of the older man and to the other boy.

Red hair, blue eyes, and sharp features. He was wearing a navy blue sweater over a white colored shirt, and jeans. But there was something oddly familiar about him. Though Peter was certain he's never seen the other boy in his life. He'd definitely remember if he had.

The boy looked irritated with the guard too.

"And who's ya friend?" the guard turned his attention to the boy. "And who are you?"

He folded his arms definitely,"My name is Harry," he said, the casual tone from earlier slipping into something more formal. "We got lost from the tour ."

Disbelieving eyebrows raised. "In a janitors closet?"

Harry's blue eye turned on Peter, curious and observing. Peter watched as the boy's gaze snagged onto the nametag on his chest and watched those blue eyes narrow critically. Peter swallowed thickly, knowing this was it. Introducing himself with his real name was a stupid move on his part. But he was surprised when Harry replied. "He's a friend of mine. My dad works here so we hang out here a lot. We were just meeting up with each other." the guard continued staring. "It's an inside joke, okay."

The older man didn't seem convinced, "You kids are supposed to be downstairs with the school class. You're not allowed to roam the building on your own."

Harry rolled his eyes theatrically. "Yes, yes, we know. We were just playing around, okay. But we're headed back to the group anyway."

The guard frowned in contemplation. He rubbed his chin, "How do I know you actually gonna go back?"

Harry sighed in exasperation, giving Peter a look that said _can-you-believe-this-guy?_ Peter stared at him, still not sure what was going on. "You can trust assured, looking back to the guard. "But you can come with us if you want to see for yourself."

That seemed to do it. The guard agreed and gestured for them to get walking. Harry took in stride and moved down the hall. Peter stared at Harry's back before begrudgingly following, feeling his stomach drop. How was he getting out of this one? Now he wasn't just trying to ditch a security guard, but heading back there with a kid who didn't know him yet lied to cover them both up. He watched the other teen through his peripheral vision. Harry didn't know him but still, he hadn't ratted him out...yet. What was the guy playing at? He could've just saved himself the trouble and told the security guard that Peter lied about his name and simply handed him off. But Harry hadn't - maybe because he needed a cover story too, but still, it must count for something.

Peter wasn't sure.

In that moment, a whisper came from his right. "So, what's your real name?" Peter glanced over, barely catching the look Harry sent. When Peter didn't say anything, he continued, "Come on, which is it? Charlie Jones or Peter Parker?"

Peter forbid himself from looking up from the sleek floor of the hall.

Harry sighed. "Fine, I'll just wait till we get back to the class and ask." Peter's breath caught, which he knew didn't go unnoticed. He glanced over his shoulder at the security guard, who had fallen behind a considerable distance and barely out of hearing -range. He looked away again, biting his lip. Harry must've noticed his indecision as he added softly, "I won't get you in trouble, I promise."

Peter rubbed his fingers against the cool surface of his webshooters, feeling his nerves soothe down some. He caught Harry's eyes again, and rushed out in a hushed whisper, eyes pleading, "Please don't take me back to the class."

"Why?" Harry asked, not unkindly.

Peter bit his lip again, now itching for an escape. He was stupid to come here. Why did he always put himself in these situations? Stupid, stupid, stupid. Sure Harry seemed trustworthy, as surprising as it was, but there was still something off about him. Looking at the boy, he seemed genuinely interested and maybe even a little...concerned.

Peter sighed in defeat. Whatever, it was all going to hell anyway. "Al-alright. The truth is...I'm not actually from Midtown." he fiddled with his sleeve. "I snuck in with the group and got a nametag."

From the corner of his eyes, he saw Harry hide a smile behind his hand. Peter shot him with a withering glare. "Gee, thank you for that," he mumbled sharply. "Might I ask what's so funny?"

"No, no, I'm sorry." Harry quickly apologized, cutting Peter off from saying anything more. "It's just," he smiled again, "I already knew weren't from Midtown."

Peter stared at him. "How did you-?"

"Cause I'm from Midtown."

Peter's stomach plummeted for the second time that day. "And that's my class down there," Harry continued, "so I know who Charlie Jones is and you're definitely not him." Peter flushed, looking away again. So much of blending in; Harry saw right through him!

"Okay, so my ninja skills need some work," Peter grumbled, folding his arms. "Don't judge me."

Harry put his hands up. "Hey, no judgment here. Although, I am curious why you were 'sneaking' into our field trip in the first place." regarded Peter coolly. "I don't suppose you're willing to spare a humble teenager some answers."

Peter snorted, causing Harry to raise an eyebrow. "Are you doubting my humbleness?"

"Oh, I would never," Peter assured theatrically. "My most gracious and humble superior. You're the most humble of us all. Your humbleness holds no bounds." he humored Harry with a half bow. There was a soft shove to Peter's shoulder, followed by Harry's "Hardy har har."

They shared a small laugh as they came up to an elevator. This time, the security guard pulled up closer, squeezing in behind them inside the elevator. All conversation fled the room before the doors slid shut. Peter and Harry shared an awkward glance. The ride down seemed perilously long.

However, as soon as the doors open, they fled to the freedom of open space, leaving the guard behind once more. They maneuvered past adults fast at work, moving in a random direction. Or at least, it seemed like a random direction to Peter. At this point, all he could do was follow Harry. He seemed to know his way around here.

Making sure the guard was out of hearing ranging again, Peter whispered. "So, why were you hiding in the janitors closet?"

It was Harry's turn to look at his shoes. "Oh, you know," he shrugged, observing the floor. "Just wanted to...I kind of..." he stuffed his hands into his jean pockets. "Just wanted to get away from the group, I guess. I've already seen all the exhibits, so..." he shrugged again.

"So you decided to hide in a janitors closet?" Peter questioned, quirking a smile.

Harry rolled his eyes. "Hey, don't judge."

"Hey, no judgment here."

"Besides," Harry continued after a moment, "You never told me what you were doing in the closet either."

Should've seen that coming. Peter sighed with a half smile, rubbing his neck as he held Harry's eyes. "I guess...I guess I just wanted to get away from it all too."

They walked in silence a few more steps. Eventually, Harry smiled, "Alright then," and they fell into silence. Peter's heart slapped his ribs anxiously. Any minute now Harry would ask why he was really there, or what he wanted, or why he didn't stay with the class. But it never came. Harry's eyes remained glued ahead, and with each step, Peter felt himself relax and fall into a comfortable silence.

Which was nice for the 5 minutes it lasted. Eventually, they turned a corner and ran smack-dab into the Midtown class. Peter stopped in his tracks, automatically ducking his head. "I thought you said you weren't gonna bring me back here," he hissed at Harry, who had stopped with him.

"Chill," Harry said. "I got an idea. Take off the name pin."

Peter hesitated for a beat, before grumbling under his breath and unpinning the badge. "Okay," he said, pocketing it so it was out of sight. "Now what?"

Harry grinned at him and asked, "How's your acting?" the class came up to them. Harry quickly added through the corner of his lips, "Just follow my lead, alright?" then he smiled and closed the distance between them and the group.

Peter took a step back, considering his options. He could make a run for it. He could use just a little spider power and be gone lickety-split. It wouldn't take much. He could easily outrun any security guard, and maybe later he could come by and wipe the cameras of his face. He knew how. He could do it.

Yeah, because running for it wouldn't cause attention, his inner thoughts argued. Ock said stay low. Drawing attention to yourself isn't staying low.

He was right. Trying to get out at this point would just verify any suspicion. Besides, one look over his shoulder and he could see the security guard watching him. There was no way he could make it out without someone spotting him. Which left is only another option.

Taking a breath and praying that Harry actually had a plan, Peter caught up to the other teen, playing a smile on his face. He tried to look casual, despite the tightness in his stomach. Harry approached the group, quickly catching one of the chaperones attention.

"Aw, Harry, I was beginning to wonder when you'd decide to join us." one of the teachers greeted him. She looked to be in her mid-thirties, slightly over-weight but sporting a pretty face with a bright smile.

"Sorry I'm late," Harry apologized, flashing her a dashing smile. "You know I would never leave you hanging, Ms. Strattin."

"Of course not," she laughed. "But might I ask why you were so late?" she gave him a stern look. "I AM still your teacher."

Harry laughed good-humoredly. "I was just meeting up with a friend," he replied, this time turning to gesture to Peter. "Sorry it took so long, we were meeting up in our usual spot." behind him, the security guard scoffed. Harry turned back to the guard, "Well, we're back. Thank you," he squinted at the guard's name tag. "Lenny, for escorting us back. You can head back now."

THe guys' eyes narrowed, "You don't give me orders kid, I can-" but before he could say more, Harry stepped forward whispered something fiercely at the guy. Interested, Peter would've paid more attention to what was being said, but froze when Ms. Strattin turned her warm smile on him.

"And what's your name, hon?"

Peter swallowed, glancing at Harry who was still talking to Lenny and wondering if it was a good idea to give out his name so much. An awkward silence lapsed between them until Harry swooped back to the conversation and unwittingly to his rescue. "Sorry about that," he grimaced. "Some people just don't know when to back off." he looked between Ms. Strattins awkward smile and Peter's deer-in-headlights expression and it clicked. "Sorry Ms. Strat, but Pete's kind of shy." Peter fright withered in a glare which he leveled at Harry, but Ms. Strattin merely nodded in understanding, also looking thankful for the rescue.

"Oh, that's alright. He's fine. Anyway, here's the worksheet you need to fill out," she passed him a paper from the clipboard in her hand. "Just get it to me by tomorrow so I can give you class credit."

Harry took it with a grimace. "Fine." he did a once over the shirt before asking, "But is it alright if Peter joins us?"

Ms. Strattin glanced over Peter again. "As long as you get your work done," she answered. Harry thanked her with a quick salute and walked to the back of the class. Quite a few students greeted Harry, Peter was surprised to find. Harry must be pretty popular.

They took their rightful place at the back of the pack, once again following behind Holly the hologram, who was completely undeterred from the interruption. "Can you believe this?" Harry demanded, looking over the assignment more closely. "Why can't field trips ever be work-free? Wants wrong with just enjoying ourselves?"

But Peter could hardly care about a worksheet. Doing a quick once over, he realized the security guard was gone. "What'd you say to that guard?" he asked.

Harry looked up. "Huh?"

"The security guard. What did you say to get him to leave?"

"Oh," Harry scratched his head. "Just...just assured him that we were back and all was fine...That's all." Only that wasn't all. He knew Harry was holding something back by the way he found a sudden meticulous interest in the assignment questions.

They both were holding back info. And frankly, Peter didn't want to prob in fear that the same would be done for him. He was lucky enough as it was that Harry hadn't called him out. Heck, the guy lied for him. Peter was grateful, but also kind of wary. Spidey-sense said everything was fine, but his gut told him he needed answers. Peter opened his mouth to voice his questions but found them lodging in his throat instead. Stay low, his head ordered. Just find the quickest way out and GO. Stop digging yourself a deeper grave.

Good idea. He quickly took in his surroundings. They were higher up in the building now, well away from the lobby. He could try sneaking away again but look how well that turned out. He'd be spotted and found by someone not was kind as Harry. And he couldn't kick out his spidey-skills and simply scale the wall, bust open a window and be home free. Nope. Not in Norman's home turf. Besides, Otto would KILL him.

So, waiting out the tour it was.

Which also brought up the fact that Peter didn't even know when the tour ended. He poked Harry's arm. "Hey, when do we get out of here?"

"After the tour," Harry said. "You can't possibly want to try and sneak away again, do you? We all saw how bad that turned out - for the both of us!"

Peter rolled his eyes in frustration. "Well, yeah, I figured that. I meant, when does the tour end?"

"You don't know when the tour ends?" Harry set down the paper. "You snuck into a company tour and don't even know when it ends? Is that why you sneaking into the janitors closet? Because you were trying to find the exit?"

"What! No, I just - I was - I wanted to - Ugh, just forget it. Finishing the tour it is!" he folded his arms and stomped after the group. Harry caught up a few seconds later, but his attention was back to the worksheet.

As hard as he tried, Peter couldn't stay mad. He found himself drawn into Holly's talk about the evolution of nanotechnology and its growing importance in the modern world. Octavius had a keen interest in nanotech, but he never shared any views or ideas on the subject. Always just muttered about something for the future and went off to finish whatever other projects he was working on. But man, the things nanotech could do. Hmm...he could make himself a better suit out of nanofibers. Something more stretchy, sturdy, and comfortable. Maybe he could do complete a costume redesign. It was a growing mental debate of his that the reason for the public scorn was because of his sporting colors and pattern. Peter liked his costume. But Jameson MUST have a reason for hating him, right?

Before he could pick out a new color scheme though, he heard an exclaim of frustration from Harry. "What does D.T.R.S stand for?!" he demanded. "How am I supposed to know? I can't remember everything that's in this stickin building!"

"It stands for Deep Tissue Radiation Scanner," Peter said before he could stop himself. Then added after receiving Harry's questioning looking, "It was downstairs on one of the first exhibits Holly showed us. It's a scanner designed to scan deep into human tissue for signs of radiation residue left after a cancer patient undergoes Radiation Therapy. With it, doctors can make sure no harmful amounts of radiation is left in a patients body where it can do any real damage."

Harry stared at him for a good long minute. Then, "How in the world do you remember that?"

Peter blushed, and shrugged. "I don't know," he fidgeted with his sleeve. "I just thought it was interesting."

Harry glanced at his paper, then back at Peter, and grinned. "So...you wanna help a poor, clueless guy out?"

"Psh, not really,"

"Oh come on! I saved your butt and now it's your turn to save mine!"

Peter pinched the bridge of his nose. Sighed. But looking up, smiling. "Fine, but only because you didn't rat me out." Harry whooped something about saving his grade before grabbing a hold of Peter's arm and pulling him back toward the group, which had gained a good distance from them since they stopped. Once further ahead, Harry went back to work on the paper, alternating between reading a question aloud or asking a question about one of the questions. Peter listened and gave his best reply, while also lending half an ear to the lecture up front. But he didn't let Harry off the hook entirely. He made him think about the questions and come up with his own responses, only telling him the answer when his persistence got really annoying.

It was halfway through the paper that Peter realized he was having fun. It was startlingly delightful to playfully argue over questions with someone, especially when they were only doing it for the sake of argument. He liked talking with Harry, who could be almost as sassy as he was. He hasn't talked with a lot of people who could handle his witty remarks, much less form a proper and equally amusing response back. It was a nice change from the "I will crush you like a bug!" and "Do you ever shut up!?" that he got from bad guys, and the "Peter, stop talking. I'm trying to work." he got from Octavius.

Which made it all the sadder when suddenly they were back at the lobby and preparing to leave Oscorp. "And that concludes our Midtown tour," Holly beamed by the receptionist desk. "Thank you for coming. We hope to see you again soon." she smiled once more, then her image flickered before disappearing altogether. Kids talked in a tired droll just below a hum as they were all arranged in a line. Peter and Harry stood off to the side, watching.

"Aren't you going to line up too?" Peter asked, feeling a twinge of sadness at the thought.

Harry pursed his lips, shaking his head. "Nah, I'm gonna stay a while longer."

An eyebrow raised. "Why?"

"My...dad works here," Harry admitted. "I was just gonna wait till he was off work and..." he picked at the wall he was leaning against. "I don't know, talk I guess..."

Peter shifted uncomfortably. "Oh, your dad?...Um...wh-what's he like?"

Harry snorted, "Ha, where do I start." His arms drifted from picking at the wall to crossing over his chest. "He's...he's kind of a complicated guy, I guess. He's strict. Like, really strict. But not in a bad way, I guess. He gets really into his work though. Sometimes it doesn't feel like he see's me, and when he does..." he trailed off, seeming to shrink in on himself. "I just want to make him proud, ya know?" silence followed after. After a moment, Harry blinked himself back to reality and looked away, cheeks flushing with embarrassment. "What am I dumping this on you for? It's not your problem. I just..." a sigh, "I'm just gonna go. See ya, Pete."

He took one step away before Peter latched onto his arm and pulled him back. "Hey, don't be like that," Peter said. "I thought we were pals, we shared a janitors closet for crying out loud," he was aiming for a smile, but all he got was a grimace. He sighed, letting Harry go. "It's okay Harry, I get it - sort of. I mean, my godfather he's...he's a good guy, but sometimes I feel like I'm too much for him. Like I'm just getting in his way and dragging him down. He doesn't have the best health and...and I feel like I only make it worse. But I know he loves me. Sometimes, it can be kind of hard to see it, on those rough days, but he does. And I'm sure your dad loves you too."

Harry shrugged again, but Peter was relieved to find some tension there gone. "Yeah, I guess so," he agreed. A small smile crept on his face and pushed Peter with his shoulder gently. "Thanks, Peter. You're not so bad."

Peter grinned, feeling a nice warmth spread through his body. The kind of warmth he got when someone thanked him for stopping a runaway car or retrieving their stolen purse or helping their cat out of a tree. "No problem," he shoved Harry softly. "You're not so bad yourself."

They've shared a smile. One of understanding and just a hint of trust, before the moment, was shattered by Ms. Strattin. He walked up, beaming that sunshine smile. "Just came by to thank you, Harry," she said. "For a minute I thought we wouldn't have our field trip this year, but you really pulled through for us in the end. I appreciate it."

Harry's face lit up in a blush from the praise. He smiled and sheepishly rubbed a hand over his face as if to rub the red away. "It was no problem,"

"Of course not, it never is with you. But, tell Mr. Osborn that Midtown sends their thanks. He is a great man for forgetting last years...incident."

"Yeah, he's a g-good dad." Harry murmured sheepishly.

TIme stopped. Peter felt his heart drop like a lead weight. Did Harry just say what he thought he said? Cause if he did...Harry just said that he was...Norman Osborn's son? Harry didn't notice when Peter took a step back, taking a deep breath as if suddenly feeling winded. He felt his world stop and shift from reality. Everything seemed to grey and Harry and Ms. Strattin's voice faded into unimportant chatter as the flimsiness of that statement came crashing down on him.

No...no there was no way - there could be no way his luck is that bad. That - that was...no. No, no, no, no, no, no. There was no way that's true. Because if it was true, that would mean he's been spending the entire day with his worst nightmares son and that was completely ridiculous. Of all the people in Oscorp, there was no way he could run into Harry - Harry OSBORN. Because that didn't happen. It was way too coincidental to be true. Just because they shared the same red hair, and blue eyes, and cheekbones, and nose, and - and...AND HOW DID PETER NOT SEE IT? No wonder Harry had looked so familiar! His dad was the guy who made Peter and Otto's life miserable.

But...but Harry wasn't like his dad. Not like Peter always thought Norman's heir would be. Harry was a good person. He was nice, funny, generous, and smart in his own way. And Norman...Norman was horrible, cruel, maniacal, and selfish. How was it even possible they were of the same blood.

"Peter?"

THe world suddenly sharpened and Peter was abruptly brought down from his emotional high. He looked over to where Harry was watching him, eyes bright with concern. "Hey, you okay Peter? You're looking kind of pale."

"F-fine Harry. Just fine." Peter stammered. "Just - just been cooped up inside all day. I should probably get out of here and get some fresh air."

"Oh, maybe I can come with yo-" Harry was interrupted by the sharp ringing of his phone. He huffed in irritation but fished it from his pockets. Glancing at the screen, his irritation became one of pleasant surprise. "It's my dad," he announced in excitement. "That's weird, he doesn't usually call me. Excuse me, I'm gonna take this."

All Peter could do was nod and stare at the phone, wishing it could just combust. It seemed like some sick omen. There was no escaping the Osborns. Harry turned his back, bringing his phone up to his ear. "Hey, dad, what's up?"

He needed to get out of there, that was the only comprehensible thought in Peter's mind. And he should've left. He knew he should've just run as fast as he could while Harry's back was turned. But, instead, he found himself tapping into his enhanced hearing wanting to hear the conversation between father and son.

 _"If that silly school trip of yours over?"_ a cold voice asked over the black screen.

Harry's back was turned, but Peter could see the way it seemed to sag, just lightly, as if disappointed. "Oh, um - yeah. Everyone just left. Why?"

" _Because I don't want a bunch of your wild, delinquent friends running around messing with valuable Oscorp property,_ " came the icy reply. " _It's bad enough with you constantly running from the bodyguards I assign to you, but the fact that you actually begged for this field trip is even worse. I should've just said no."_

Peter frowned, feeling a bloom of pity for Harry. Norman really was as cold as he looked.

"I-I" Harry grasped for a response helplessly. "I -uh," there came an irritated sigh from the other end.

 _"Good-bye Harry."_

"Wait!" Harry burst out. "Will...will you be home today? I wanted to talk to you about-"

" _No I will not,_ " Norman interrupted shortly. " _There is some work that I need to attend to tonight. and don't you dare stay up again. It's bad enough you go to Midtown High, but I won't have you dirtying the Osborn reputation by failing there too."_ and with that happy note, the line went dead.

Harry stood there for a moment, phone pressed tightly to his ear with sagging shoulders as if the weight of the world rested on his back. Peter couldn't see his face, but he did notice the shuddering breath that came from him. A quick glance over his shoulder had Harry realizing Peter was still there, and his back instantly snapped straight and he forced out a hearty laugh. "Yep, the field trip was great dad. Midtown sends their thanks...yep...uh-huh...yeah, see you at home. Kay...bye."

Peter turned away, suddenly shamefaced, and feeling as if he just intruded on something he had no right to be. He didn't realize how bad Harry had it. Norman...Norman was all kinds of cruel. And the fact that Harry had to fake a conversation with him because Peter was nearby made Peter want to punch the guys face in even more.

Harry turned around, a smile on his face as he returned the phone to his pocket. But Peter could see the pain in those blue eyes. There was no hiding it. "Well, I should head home," Harry said. "Got a lot of homework to catch up on."

"Yeah," Peter mumbled, "Me too." they stood there awkwardly for a second, avoiding each other's eyes but not wanting to be the first to leave. Finally, after a couple minutes passed, Harry sighed and stuffed his hands in his pocket. "See around Pete,"

Peter turned to walk his own way but stopped. He couldn't leave Harry like this. What kind of person would that make him? Especially after Harry saved him from getting busted. There was no way he was getting a good night sleep with his frie-uh, acquaintance feeling like this. Besides, just the thought of Harry going home to spend the night with a dad who wouldn't be there left Peter feeling sad and goopy inside.

He whirled back around and ran to catch up to Harry. "Hey, so," Peter started, stopping beside Harry. "You want to hang out sometime?"

Harry's lips pursed. "Are you asking me out?"

"What? No." Peter laughed. "Just a friendly outing between janitor closet pals. I don't have any money, but maybe we can go chase pigeon in the park or deface government property or something."

"That..." a smile slowly grew on Harry's face. "That sounds like fun actually. Yeah, I think I'd like to." Peter returned his smile and jerked his head toward the door.

"Come on then, I have a curfew." And with that, they left.

It was getting too crowded in that stinking building anyway.

* * *

They didn't actually end up defacing government property, but they did walk all over New York. They had a competition for worst jokes, got chased by a homeless guy for stealing his bench in Central Park, and got attacked by rabid pigeons. So, all in all, it was a pretty great day. Far better than what was expected anyway.

Peter stayed out longer than he should've and knew Octavius would be irritated, but he was glad he did. That was one of the best days he's had with a kid his age, and it seemed to take Harry's mind off his problems too. So, A+, 5-stars, would-do-again if the opportunity ever arose.

But eventually, they had to part ways and Peter himself back in the sewers heading for the Basement. He scaled the walls, taking extra care not to touch anything to mind-numbingly gross, which was not an easy task. But, going through it a consistently made it easier to know where the worst of the scum was and how to avoid excessive contact with sewage. The process of going through the tunnel was quick and soon enough Peter was back in his own room. As fun as the day was, he was exhausted. As soon as he checked in with Otto, he was going to put himself in a self-induced coma and refuse to wake up for a few days. Social interaction was surprisingly exhausting.

Peter yawned loudly, pulling on one of his less holey sweatshirts. He noticed his suit was on the bed, freshly cleaned and folded. Oh, bless Otto's soul! One of the eye lenses were damaged though - thanks a lot, Thundra. He'd need to fix that before he went out patrolling again. Peter grabbed the mask and quickly pulled it over his head before heaving his door to the side. He stepped out into the corridor, humming happily while taking in the complete corruption of the mask lens from inside and taking mental notes on how much it obscured his vision.

"Otto I'm back!" Peter shouted, tapping the lenses curiously. After a moment, he stopped the tapping and slowed his pace when no reply followed. "Otto!" Come to think of it, the lab was eerily quiet. There was always some kind of noise; the humming of the machines, the clinking of science equipment being used by Otto, the fizzling of lightbulbs losing power. But now, everything seemed kind of...dead.

Peter took a small step backward, feeling the hair on the back of his neck rise. "Otto?"

A small noise came from in the Big Room, the clinking of test tubes, and Peter sighed with relief. Tension rolled off his shoulders and he went back to trying to push in the dent in his lense. Goshdarn that man, always giving him a heart attack. Peter strolled into the Big Room, scolding words already piling on his tongue, but as soon as he stepped out he felt the words dry up in his throat.

A lone figure sat in a chair, partially covered in shadows in the center of the room. The dent in his lense obscured and twisted the form into something inhuman, but Peter could make out an eye shining in the light and a smile that seemed to rip right through the shadows. He recognized that face.

Peter felt his world toppled sideways as he heart suddenly raced for an escape. He couldn't breathe as panic clutched his chest and squeezed the air from his lungs, pulling a gasp from his throat. He stumbled back, tripping over his feet and landing roughly on the floor. Undeterred by the ache spreading in his back, he scrambled away from the eyes that looked at him with a keen interest.

"H-how did-" he wheezed, but was unable to finish the sentence.

"Hello Spider-Man," Norman Osborn grinned. "We meet at last,"

 **Hello! Not particularly pleased with this chapter, but I decided it was good enough. EXTRA LONG CHAPPIE! YAY!**

 **Hope you enjoyed! An update for "Reticent Monsters" is coming up next!**


	10. Unexpected Guests

_Previously on Only One Left: "H-how did-" he wheezed, but was unable to finish the sentence._

 _"Hello Spider-Man," Norman Osborn grinned. "We meet at last,"_

* * *

"Hello Spider-Man," Norman Osborn grinned. "We meet at last,"

For one long minute, all Peter could do was stare. His vision was still slightly impaired with the cracking dent in his mask lenses, so maybe he was seeing things. Did Otto get a make-over within the hours Peter's been away? Or did Harry slip something into one of the hotdogs they got from a vendor on the street? Because, if he was seeing right, then _Norman Osborn_ was sitting in the middle of the Big Room, in Peter's _chair,_ looking so out of place with his spiffy suit and gelled hair that Peter's first thought was that it couldn't possibly be true. Norman never came down to the Basement with all his high-tech, leather padded comfort at the top to keep him company. Which couldn't - shouldn't - be possible, at all, in the slightest because this was his literal worst nightmare, and Otto continuously told him as a kid that nightmares were just like dreams and only occurred through REM sleep when the brain was most active. They couldn't manifest into a living thing.

Yet, there he sat, legs crossed casually, with a bit of the chair fluff sticking to a pant-leg where the cushion had been torn. The already chilled environment seemed to drop lower, to the point that those cold blue eyes seemed almost warm and froze the mingled jumble of letters clogging Peter's throat. Before his brain could come up with a game plan that didn't involve him screaming " _PANIC"_ and busting his body shape into a wall, his spider-sense ripped across his skull and down his spine, and he barely had time to skitter back as 3 figures emerged from the shadows around the room. Thundra's monstrous boots thumped heavily onto the concrete, spreading small cracks under her foot. Her grin was mad and eager, as she lazily swung her giant spiked ball from its chain as if it was as light as a bouncy ball. Claw stepped out behind Peter, making him scramble away, arms outstretched and already aimed for Peter's chest. Wizard was the last, almost melting out of the shadows as he hovered a few feet off the ground to the right of Norman, arms crossed, and already looking incredibly pleased with himself. Any damage to their costumes from their fight the other day was gone, but the vengeful gleam had the teen believing that they hadn't forgiven him just yet.

Peter, on the other hand, felt like he might throw back up that hotdog. He's never done well with direct confrontation, from SHIELD, villains, or rogue heroes, it gave him anxiety. And right about now, he was feeling _very_ anxious, and suddenly he was extremely thankful for his mask, despite the rest of his costume being replaced by jeans and a t-shirt. He didn't like being boxed in, especially by this lot. How did the Frightful Four escape SHIELD anyway? He and those other heroes beat them, which meant they should definitely be sitting in a cell right about now. Didn't Fury know they're still out on the streets? Was it not his job to lock them away? Well, _good job_ then. Thanks a lot.

Norman leaned forward in his chair, chin coming down to rest pleasantly on his hands. His head cocked to the side, just a small tilt that hinted a thought. "I was under the impression that you talked a lot," he mused, and Peter realized he'd been staring silently for minutes now, "or, at least that's what the media says. My employee's here have reported you're knack for talking as well, but maybe I've been misinformed."

Peter swallowed so hard, he was sure they heard it. Every scenario, every day-dream of finally knocking the haughty look from Norman's face became a naive childs' balloon popped by a bully, that now lay deflated on the ground as a hopeless rubbery scrap. To Peter, it was like finally seeing the monster after countless nights of strange noises under the bed and feeling eyes on you in the dark. He felt paralyzed.

Norman's eyes never left him but roamed over his body, and Peter was under the impression that he was a prized animal the world-renowned hunter finally snagged, and stepped back. Klaw shifted with him and moved forward, prompting Peter to move closer to the monster by firing up his weaponized gauntlets. Peter's fingers twitched, rubbing against his palm, while his eyes snapped across the room.

Now that the initial shock was fading, questions and panic pushed to the forefront of his mind, and he said the first thing that came to mind, "Where's Otto?"

Norman's eyebrows quirked, as if wondering why _that_ would be the first thing Peter says. "So, you do speak. Maybe my reports weren't falsely put. As for Otto, well," his eyes took on a colder, humorous tinge, "you don't need to worry about him anymore."

It was haughty and cliche enough that in any other circumstances Peter might've cringed, but those words felt like ice down his back, and his whole body flushed cold. He fists curled inward, his knuckles hurt from the chill, but he glared behind the warped image of Norman's face. "What - what did you do to him? If - if you _hurt_ him I swear-"

Norman cut him off with a phlegmatic gesture, "I don't think you should be worrying about that right now," he cooly reminded. "There are much more pressing matters at hand," and stood up, pulling lightly on his jacket to straighten out the creases. "Let's talk, Spider- _Man,"_ then he stepped forward.

Peter jumped back by instinct, but Klaw wasn't having any of that and swung out, barely clipping Peter's shoulder when the teen tried to dodge. Thundra took an eager step forward, fingers tightening on the chain, and Wizard's tech hummed louder as he got closer, but Norman held them all back with a simple lift of his palm.

"Easy," he said, lips turning up, "he hasn't done anything yet. There's still a chance he can come out of this room _unscathed_ ," Peter was under the impression that the last part was aimed toward him.

"Now," Norman knit his fingers together, right over his stomach, like a businessman ready to propose a new deal. "I know it's been a long day, so here's my proposition. Come with me peacefully, Spider-Man, and I won't have to send the Frightful Four after you again."

"Not the Frightful Four with only three of them," Peter couldn't help but mutter and said three all scowled. Wizard turned sharply to Norman, waiting for his next orders to attack, but Norman shook his head at him.

"Let me rephrase that," the CEO decided, taking the liberty of another step, "come with me peacefully, and I won't hurt Otto Octavius."

 _That_ Peter couldn't respond to. All the fear he thought he was capable of increased tenfold and utterly crushed his chances of breathing normally. It was one thing if he was in danger, but it was another thing if it was Otto's life on the line. He felt the panic come back, a tinge of hysteria. He was alone in the dark, calling for his family when there was no family to hear. It was claustrophobic. The walls were definitely getting bigger, pressing down on him, holding him in. Just the thought of his Godfather alone and broken, left Peter ready to give Norman all of his compliance wrapped up and topped with a pretty pink bow.

What would he do to Otto? What has he already done to him? Did he Torture him? Lock him up? Take away his mechanical arms? Peter couldn't even stomach the idea of Otto lying helpless on the floor with his technicals ripped from his back and torn beyond use. He _needed_ those arms. They're his only way of function, without him he couldn't even move.

Norman's smile grew when Peter's shoulders fell.

"I'll - I'll go with you," the teen relinquished soberly. Norman's fingers re-knit behind his back, his satisfaction a smug, evident beacon on his face. He knew it was only a matter of bringing up the boys last family to tear him down. In fact, he was almost too easy. However, the beacon dulled when Peter added, "But I want to see Otto first,"

The fault in the man's demeanor was slight, but Peter caught it before it had the chance to disappear. His anxiety sky-rocketed and he shifted his feet, sensing the change in Norman.

The thought was small, yet hopeful. _Does Norman even have Otto?_

A rush of adrenaline tipped relief crashed Peter's systems, both putting his heart at ease and filling the rest of him up with fizzy energy, like all his blood had been replaced with a can of soda. His eyes rapidly crawled the walls, finding the quickest exit point to be just over Thundra's shoulder, closest to where his room resided. Peter wasn't going to allow himself to be duped. If there was a chance that Norman didn't have Otto, then he had to take it. Otto wouldn't want him to throw himself in Norman's lap without any prove. Still, a large part of him wanted to submit anyway because _what if._ What if Norman _did_ have Otto? What if he really did hurt his godfather? Peter couldn't live with himself knowing that Otto had been hurt in any way because of him.

But still, escaping gave Peter a chance to come back and save him. Norman wouldn't really _kill_ one of the brightest minds of his company just to get to him, would he? No - oddly enough, that didn't seem like Norman. For however long Peter had hung in the shadows, watching this CEO terrorize his only family, instant execution just didn't seem like his kind of thing. He seemed more like the sadistic kind of person to drag it out with blackmail, threats, bribery, and, as a final card, death. Norman wouldn't get rid of Otto because he was the only means of getting to Peter. As bad as it made him feel, Peter hoped that was the case. There was still a chance to get Otto back alive if it were.

But, first things first, he needed to get out of there.

Norman sensed his sudden attitude change too, and gestured to his lackeys, "Get him!"

The Frightful Three wasted no time, and lunged forward intent and eagerly. Thundra was the quickest and swiped at him with her lead ball. Peter jumped, and she took out a table of beakers and Erlenmeyer flasks instead. Sticking to the ceiling, he quickly crawled across the cement roofing, heading back toward his room. Klaw, however, aimed his arm and shot a sharp wall of sound that slammed cracks into the concrete where Peter would've been if he hadn't moved in the last second. Peter's spider-sense buzzed again as Wizard flew up next to him, hands out and glowing.

"Sorry Spider-Man, but we've got a score to settle with you," the horseshoe mustache doting villain, who didn't sound sorry _at all_ , said. He took out two of his anti-gravity disks and Peter backed up, recalling his unpleasant encounter with them. There was no way he was getting himself stuck in _that_ mess again. Heck, if it hadn't been for those SHIELD heroes, he probably wouldn't have gotten out of it at all.

"Sorry," Peter snipped back, jumping down onto one of the huge generators by the wall, "my Godfather said I'm not allowed to play with anti-gravity devices anymore. Maybe when I'm older you can hit me up though, kay."

Another blast from Klaw sent him jumping from the wall, flipping onto a lab table where Thundra struck out at him again, then back onto the ceiling. _This_ time, though, Thundra was waiting for him. Instead of aiming _at_ him, her chain-linked ball hit the wall under his feet and crumpled it like it was made of clay. The wall erupted into a cascade of mortar and cement that brought Peter down with it.

On the ground, he coughed up cement dust, feeling a twinge of panic when it clung to his throat. He shifted, but the pile of rubble setting up home on his back felt like a bag bowling balls on his spine. Thundra's boot stomped next to his face, and the monstrous ball crashed heavily next to it, crushing a mound of cement bricks into fine powder. As irrelevant as it was, the lyrics to "Wrecking Ball" came to mind. Peter found it incredibly distracting given the circumstances.

"Give up Spider," she sneered, curling the chain in her hand. "There is nowhere to run, and no one to save you."

Peter groaned, propping himself up on his arms, and tilted his head up to look at her, "Whatever you say, Miley Cyrus," hefting the weight on his back, he shrugged off the should-be-bowling balls and lunged at her, "I won't run!"

He tackled her stomach, spending them sprawling across the floor in a heap, with her wrecking ball rolling in the opposite direction. Thundra wasn't as deterred as he wanted her to be though. She twisted both their bodies, so he was the one to hit the floor and she was the one on top. His arms were pinned beneath her thighs within an instant, and her hand clamped over his neck.

"Maybe I should crush your throat in," she growled, grip tightening as Peter gasped for air. "I think that'd solve our talking problem," Wizard and Klaw stepped behind her, peering over her shoulder making no move to stop her. If anything, they looked like a couple of spectators enjoying the show. Or a group of pals cheering her on.

Peter gasped hoarsely behind her thick fingers, feeling the pain in his throat, head, and chest expand outward. Desperation kicks in and he jerked to move his arms, but they were stuck tight. Panic hit him and he kicked out with his legs, trying futily to gain leverage with his legs, and with the traction in his feet he did for a second. Then both Klaw and Wizard kicked his legs out and stepped on them to keep him down, going as far as to hold them down so he couldn't kick out. He couldn't breathe, he could feel his face swelling. His head felt ready to explode. He tried moving his neck, but her fingers were stuck tight. Heart hammering, he struggled anyway, writhing and twisting with everything he had to get her off. But moving didn't make a difference.

Fear hit him, and it hit him hard. His gasps came out strained and choked, and he could feel a strange peace begin to spread over his limbs as they fell numb to his asphyxiation. This is it, he realized. Thundra was going to kill him. She was going to crush his throat in, just as she said she would. She didn't care whether he lived or died, and neither did the rest of her team. In fact, they looked eager to watch.

But then, through his heart pounding in his ear, someone cleared their throat. Off to the side, Norman's blurry shifted lightly. His voice came across the room, cool and unmoved.

"Alive," is what he said, "I need him alive."

Thundra growled something unpleasant, face twisting into dark, disgusted shadows. Her grip tightened despite Norman's orders, and Peter feared that she wasn't going to let go. Then, her face pinched, and she tore her hand away. Instantly, Peter gasped and coughed, lungs convulsing as they frantically struggled to regain oxygen. His throat felt sore and stripped raw, and it hurt to breathe almost as much as it hurt to be strangled. But Thundra didn't get up, settling her weight on his chest which made breathing no easier.

"Fine," she spat, curling a fist into the cloth of his t-shirt and lifting her fist, "I'll keep him alive," behind her, Klaw and Wizard moved forward, eager and excited. Wizard held up an anti-gravity disk pinched between two fingers, grin wide and unnerving.

"Let's have a little fun then,"

Still, they all glanced over at Norman like kids getting permission from a chaperone.

"Just make sure he's actually unconscious this time," he said and leaned back in the chair.

The three villains turned back to their prey.

* * *

 **Annnd Peter doesn't look to be in a good place. But, then again, is he ever in a good place when I write him?**

 **Dude, I think I need to write something airy and fluffy soon. The angst is getting to me.**

 **Anywho, I want to start doing a writing schedule to get myself updating more and practicing my writing! I will, from now on, update every Sunday night/Monday. (Tuesday at the latest and Sunday morning at the earliest).**

 **However, I have more than one account, thus I will be taking turns on those updates. So I guess,** _ **technically,**_ **it'll be an update every two weeks, unless you want to follow my other account (which is Percy Jackson based) which is: BornFromAshes (for Wattpadders), X-Gon-Give-It (for AO3 users), and AshedPheonixFeathers (for users). (Follow it now, cause I hardly ever tell people my other accounts). Why I don't have them all to be the same name, I don't know.**

 **So, yeah, if you like Percy Jackson stories, you can follow** _ **those**_ **accounts, but all my Marvel/Spider-Man is generally written here.**

 **Anyway, thanks for the patience for this story. I know, it's been a long time. However, this story will be coming to a close soon, so I'm excited about that!**

 **Till next Sunday/Monday Chilladas!**

 **~ Peace, I'm out!**


	11. Perverts and Poses (Part 1)

**WARNING FOR LIGHT MENTIONS OF SEXUAL ABUSE AGAINST A MINOR AND SLIGHT SWEARING. I just want to include that to make sure you're all aware. Keep safe, chilladas.**

* * *

Going home to your worst nightmare lounging in your chair with four of his nefarious employees was bad.

Waking up with the face of your worst nightmare three feet in front of you, grinning, and holding a syringe was even _worse_.

Looking back, Peter wished he had the good grace to wake up with dignity and valor. Instead, all pre-sense of dignity fled and he scrambled away with a surprised yelp. Norman stepped forward, and Peter scooted away from those black shoes - they were probably the hide of some poor baby animal - until his back hit something hard and solid. However, he realized pretty quickly that moving was not a very good idea. Like, at _all._

He was positive he was a living bruise. Or a conscious injury. Something akin to pain, cause everything _hurt._ From his cracked ribs that felt ground to sawdust, to the blood sticking pieces of his clothes to his skin. Peter groaned loudly, body seizing up. Oh, that was a bad idea. A very, very, _painfully_ bad idea.

He sat frozen for several seconds. Or minutes. Heck, it could've been hours and he wouldn't have noticed. After a moment, he slowly let himself relax, and gently slumped against the wall at his back. What type of freakish, steroid-injected, villain-born vendetta did the Frightful Four even have on him? Sure he's had his squabbles with them before. They attempted a criminal act, Peter said 'no', they fought, Peter threw them in jail, end of story. It was a good, stable process.

But was such violence really necessary? He _never_ hit them that hard, honestly, what the frick?

Leaning his head back against the wall, he closed his eyes and counted his injuries. He got as far as his cracked ribs, split lips, broken nose, and bruised throat before he decided he didn't want to know anymore. Stupid villains and their stupid grudges and their stupid hard punches.

So wrapped up in his hate-fest, it took him an embarrassingly long time before he realized he was in a cage. Of sorts. It was a cylindrical, _glass_ cage, bolted into the floor, and stretching clear up into the ceiling where it was bolted there too. Peter shook his head. Well, that's a bit excessive.

But of course, would he expect anything from Norman Osborn. Speaking of the devil, the monster himself was still watching Peter from outside the glass walls.

"Watch out," Peter rasped, cringing when his voice comes out weak and hoarse. "You don't want to max out your creepy in one day." Even _talking_ hurt. Did they rub his throat with sandpaper while he was out? Honestly, Peter was sensing some serious relationship problems between him and his villains. He didn't think they were harboring so many ill-emotions. Like, sure they wanted to pulverize every other day, but it was practically platonic at this point. In a weird villain-hero, I'm-going-to-kill-you-and-grind-your-bones-to-make-my-bread kind of way. Talk about not catching on.

But he supposes that's what he gets for tangling with a group calling themselves the Frightful Four?

Norman ignored him easily, rolling the syringe lightly in his hand. Peter _tried_ to ignore how creepy that was. Just put it down, man. You don't have to go the whole 9-yards. You're a creepy billionaire-psychopath scientist, he got it.

"You know," Norman finally said, backing up leisurely to put the syringe on the table. He leaned against it, crossing his arms. "I'll admit, you surprise me. You woke up a lot sooner than I expected. You're refractory period and healing factor must be amazing."

"Oh gosh," Peter groaned wetly, coughing as he propped himself up against the wall better and slung an aching arm over his stomach. "Please tell - tell you didn't just put 'refractory period' and 'amazing' in the same sentence in my presence. Creepy factor just went up by, like, 100 dud-dude." He winced as an ache pulsed in his temple. "I should have you know, I don't respond well to perv-perverts and maniacs. They're not my type."

Norman snorted, unamused. "I assure you, engaging with you sexually is not my intention. I'm a man of science, not a pervert."

" _I'm a man of science_ ," Peter mimicked shrewdly. "I'm sure -sure that's what all the perverts say. Remind me how long a pedophiles' sentence is."

Norman shakes his head and pushes off the table. It takes only a few steps for him to make it to the front of the cage, but with Norman taking his leisure time, it feels so much longer. It's terrible.

Peter wished vainly that there was somewhere for him to go, he'd even take the sewers! But even if there _was_ , he could hardly breathe right much less attempt an escape. Which might put a damper on his plan to get out and find Otto. He watched Norman cautiously, trying to ineffectively push himself farther into the glass.

The man-of-science - cough, pervert, cough - squatted down in front of the cage so he's eye-level with Peter. "You know," he mused, "I've been trying to snag you for quite a while. It's almost weird that you're actually here."

"Stop talking. Please."

"But I guess you already knew that because of your association with Otto." Norman quirked his lips when Peter fell silent. "So, how long were you living with him? Weeks? Months?"

"I'm not supposed to talk to strangers."

"Longer? Years, then."

Peter bit the inside of his cheek and pulled his legs closer to his chest, despite the burn it sparked in his ribs. Is it weird that even with a wall separating him, it felt like Norman was infecting him with his eldritch presence? How Norman made his very words feel like a disease, Peter wasn't sure. But he decided, right then and there, that he preferred Norman when he was nothing but a screen on the wall.

When Peter didn't answer for several minutes, Norman chuckled quietly and got back up. "I've been wondering how you've acquired your powers for some time. Otto always been a master in the field of genetics, but to successfully replicate an animals power and imbue them into a human body. Simply fascinating. I'll have to get him to tell me how he did it."

Peters notes how he says "get him" rather them "ask him." It wasn't surprising that Norman wasn't the asking type. But it made Peter no less thrilled that he was here, or that Otto was gone. But at least it gave him hope that Otto was safe. That's all that mattered.

For half a second, Peter wanted to tell Norman that Otto had nothing to do with him and his powers. But knew Otto would reprimand him if he did so. Why not let Norman bask in his own ignorance? Otto would say. It might even give Peter the time to come up with an escape of sorts. Besides, Peter would rather no one, especially the likes of Norman Osborn, figured out how to combine people with animal-like features. He was pretty sure the end of the world was dated to be around, like, 2034 or something.

Biting the words back, Peter sat up. "You know, there's this funny little thing called _asking_. It's what people do when they want something. You'd be surprised how often it works."

"You'd be surprised with how persuasive I can be without asking," Norman retorts with his back-turned. He's fiddling with something on the table, probably a super evil contraption fated to doom the world.

"Ahhh," Peter rasped, sitting up to run his hand lightly over the base of his cage, looking for any imperfections. "Bribery and torture. Yeah, they don't teach you that in Elementary school, do they? Ever heard of the Golden Rule? Treat people how you want to be treated?" It was stupid of Norman to trap him in a _glass_ container. Granted, it's pretty thick. Probably state-of-the-art technology. But if Peter could wait until _at least_ 50% of his injuries were healed, or semi-healed, he could bust through it with minimal pain.

"Why would I stick to the Golden Rule when I can just give them gold. I find it gets the job done faster than saying please."

"Rich people," Peter snorted. "you're all so silly." There are no faults in the container's base. He looked up at the top, trying to find anything there. There's a small blemish farther up. Peter slowly pushed himself up, grunting slightly from the exertion, and stuck himself to the side. With one hand still secure across his stomach, he crawled pathetically up the side to peer at the top. There was a small knick a few feet from the top, probably happened while it was being bolted in. It wasn't much, but it was still a weak spot. Peter could work with that.

Below Norman turned around, sipping a freshly brewed cup of coffee - truly diabolical - and quickly spotted Peter clinging to the top of the container. The cup hovered by his lips.

"Amazing," he grinned, sharp and pointy. He scrutinized the pads of Peter's fingers from where he stood, and Peter could see a million of different tests running through those eyes. He quickly unclung himself and dropped back down, hissing sharply when he hit the ground and stumbled to his knees, and sat back down on the floor.

"Don't get any ideas," Peter grunted. His voice was getting sort of better. Still hurt like heck and sounded scratchy, but it wasn't as hoarse anymore. Thank you, healing factor. He wondered if the bruises were still on his neck.

Norman ignored him again and sipped his coffee. "Well, I think we've done enough chatting." He muttered, more to himself than Peter. He replaced the cup for a syringe and stalked forward once more. Peter's eye widened and scooted backward, curling in on himself. The last thing he wanted was to be _closer_ to Norman. Ew.

But this also might be Peter's chance.

As soon as Norman opened the cage he'd get the jump on him. Kick him back, or punch him in the face, anything as long as it gave him time to get away. As soon as he was out he'd go looking for Otto, and they'd escape Oscorp together.

Peter sucked in a determined breathe, bracing himself for the pain that was coming up. The next few minutes would be no walk in the park.

That is, if Norman had stuck to the plan. Instead, Norman veered to the left, stopping at a box-control panel. He tapped on the screen and slots opened under Peter's feet. They were small, barely the width of his fingernail, and hissing faintly.

The psycho was going to gas him, Peter realized. Of all the nefarious, cheating maniacs!

He could do nothing to defend himself if he was drugged. Normal could take all the blood he wanted. He could take snapshots of Peter's face and use them to identify him later. Peter liked his secret identity - it was the one thing he got to keep to himself. There was no way he was giving it to Norman!

"Wai - wait!" Peter cried, holding his hand out in a 'stop' gesture. Norman glanced idly at him but didn't stop. Peter scrambled for something to say. "Why - why - how could you - wha - what -" A rush of anger swept over him "Why would you treat people like this?" He blurted out, loud and brash. "Holy _shit_ , I'm a PERSON, not a science experiment! How can you treat people this? Why would you treat _Otto_ like this! He's your employee and you treated him like a slave! You don't even KNOW him!"

Norman paused and turned completely to look at Peter. "Don't know him," he said, soft and amused. He chuckled, and then chuckled louder. "Of course I know Otto. We've known each other for years. Long before Oscorp was ever born."

Peter felt his anger fizzle and pop. His tongue soured. "Wha - what? What are you talking about?"

"Did he never tell you?" Norman mused, standing with his hands clasped in front of the glass. Tall and imposing. "We went to college together. We were science partners. It was _Otto's_ idea to start Oscorp."

Peter recoiled, feeling as though Norman just kicked him in the face. "No. THat - that's - no. That can't be-" That doesn't make sense.

"Oh, but it is. The good old days," he sighed, "We were good friends in college, you know. Me, him, and Curt. Completely inseparable. us three. But I'm not surprised he didn't tell you about us. That rat stabbed me in the back. He's ungrateful, despite the fact that I saved him from death. He got what he deserved."

"You mean," Peter swallowed. "You mean you _knew_ each other the whole time? Why - what..."

"What happened?" Norman finished for him, and Peter nods timidly. How did Stormin' Norman of Oscorp go from being college buds, to becoming Otto Octavius's psychopathic boss who looked him in his basement? The parallels between the two were too large. How could something change so drastically?

Norman stared off into space, face pinching as if he was remembering something unpleasant. Peter knows it's far-fetched to hope that Norman would actually tell him anything. But Norman just opened a squirming can of worms. While Otto never divulged his past, not very often, it made no sense to think that he and Norman were old friends.

"Otto left me to build Oscorp myself, from the ground up," Norman grit harshly, stunning Peter with an answer. "He only came back when he was _weak_ and full of debt. Then...then he was just going to leave _again_ , without even finishing our projects. That explosion was fated to happen, his paralysis was well-deserved. Only the strong survive in this world, and Otto Octavius was not strong. I made him better, I kept him _alive_. He should be grateful to me!"

Peter gaped at him. "Grateful to you?" He parroted. " _Grateful?_ You locked him in Oscorp and forced him to work experiments for you! How SADISTIC is that?!"

Norman's face darkened, congealing into a scowl. "I _saved_ him," he yelled. "Otto nearly _died_! I was the one who gave him those arms. I was the one who kept him alive! He owes me a debt."

"You're so full of crap!" Peter yelled back. "You should've saved him because it was the right thing to do, not - not because of some stupid you-owe-me. And you can't just - just _own_ someone after saving their life! That's psychotic!"

Norman slammed his fist against the glass wall, and Peter jumped back, spider-sense spiking. "Don't presume to know me!" He growled, " Don't forget, I own you now. And you will learn your place."

"You don't own me." Peter bit back.

"No?" Norman challenged. "Well, as far as I know, you've been living with Otto for years. If I didn't know you, then it's unlikely that anyone else did either. Besides, I looked up your records. You're nowhere in any system. No one can claim that you even exist. Sounds to me like you're not even legally considered alive."

Peter swallowed hard. Norman...Norman was _right_ , technically speaking. Otto kept him apart from the world, to keep him safe. There were no records of him, no birth certificate he could pull up - all of it was either taken or destroyed by Otto. According to the world, Peter Parker didn't exist. No one but Otto would know to come for him. Peter leaned back, slumping against the wall in his realization.

Norman watched his shoulders deflate, and quickly regained his composure. He straightened his posture and smoothed his hair back, stretching his shirt so the wrinkles pulled free. He loosened his hold on the syringe and stepped away from the cage.

"You'll learn your place," he said, it sounded like a promise. "Just like Octavius did."

Peter shook his head numbly and muttered, "Fat chance."

Norman's reply came in him striding back over the box control and finishing up a sequence of numbers. Peter's spider-sense spiked again, and a new hissing filled the container, followed by a small puff of gas that seeped from the bottom. Peter stumbled up, limping away. When that did nothing, he resorted to climbing up the wall. The exertion rattled his ribs, but he couldn't bring himself to give in. He wasn't going to do as Norman said. He REFUSED to.

As much as he loved Otto, he _refused_ to end up in the same situation. He _refused_ to be kept away in a dark room, cut off from the world, as a madman controlled his life. Nope, that's not the life for him. Peter crawled up higher, looking around frantically. Across from him, the small crack in the glass caught his eye.

His body was whining about his injuries enough as it was, and punching through a thick wall of glass hardly sounded like fun. But the gas was filling up the cage quickly, and Peter could already taste the chemicals on his tongue. Looks like he didn't have much of a choice.

Bracing himself, he angled his body toward the crack, grit his teeth, and pushed off. His shoulder slammed into the glass, and he groaned painfully. Shaking, he jumped back, one hand tightening over his shoulder, as the other helped him stick to the wall.

"Come on," he growled and jumped at it again. This time the crack grew larger. He was rapidly running out of time.

He jumped back and slammed into it again.

Below, Norman hastened forward. "Hey, stop that!" he shouted rancorously as if Peter would _actually_ listen.

Peter wasn't sure what Norman was going to do, but he doubted it'd be anything good. Slamming into the glass wasn't getting him anywhere. Instead of throwing himself at it again, he switched to banging on it with his fist. The crack spread out, splitting more and more with each blow.

Outside, Norman was scrambling around the lab, looking for something. Peter quickened his pace. The gas was thick now. He held his breath as long as he could, but with the combination of his cracked ribs and hitting the glass, he couldn't keep it up for long. He was already feeling dizzy.

"COME ON!" he shouted, frustrated. How thick was this glass? Normal glass would've broken under his strength punches ago. Don't tell him Normal invented super-glass. Reeling his arm back, he swung it forward, pitching all his strength into it, and - thankfully - the glass broke.

The resulting hole was neither large, nor small, but Peter did care. He scrambled out of it, sticking his fingers to the surface outside and contorting his body as he pulled himself out. Halfway out, the drug had already weaseled its way in and Peter slipped, cutting his hand on a jagged piece of glass.

He grunted, scrambling for purchase, smearing blood across the container as he did, and quickly pulled himself the rest of the way out. He crouched on the wall, breathing heavily, wincing from both the cut and his cracked ribs. He felt himself tip slightly, hazy from the pieces of the drug that managed to get into his system.

He moaned and tried to pull himself up, but his limbs slipped instead. The world upheaved and twisted and he crushed his eyes shut when a wave of vertigo hit him. His brain was detached and fuzzy. Like mold.

He knew it was from the drug, but he'd also like to believe it was from the stink of Norman's words. That much crazy was bound to mess up anything within a close proximity of it.

He tried to pull himself up again, but he must've slipped down farther than he thought. Fingers clamped around his ankles and yanked _hard_. Normally such an act would be impossible against his stickiness. But his body was well below his capabilities, and he came off with little resistance. He slammed into the floor, yelling around the pain flaring in his side, and curled tightly in on himself.

"You little bi-" Norman swore and kicked Peter in the side. "Do you know how expensive that was?"

"Go - g- buy a new one" Peter slurred.

Norman reached down and grabbed Peter by his hair. He pulled him after him, ignorant of the blood Peter was smearing on his skin as he scrambled to pull Norman off. Peter stumbled over his legs, feeling sotten and tired. Norman grumbled irritably and hefted him up with his hair.

When they came upon their desired destination, Norman plopped Peter back down on the floor and clicked something in his ear. Probably a Bluetooth.

"Thundra," he growled into it. "Get in here. I need you to take of the bug for me."

Peter could hear her voice from where he sat. She sounded very pleased with the news. "Ah yeah, I've been waiting for those words," he heard her knuckles crack.

"Not like that," Norman reprimanded. He glanced down at Peter, seemed to think it over. "Well, maybe," he decided. "Get up here. Now."

"Whatever you say, boss,"

The line clicked off. Peter gripped the side of the enforced table, fingers digging into the muddle. He shook his head, trying to rid himself of the daze that had overcome him. Above him, Norman observed the dents in the metal with a curious scowl.

Creeping pervert of all the perverts. Stupid psycho's and their stupid money and their stupid drugs. Did they see Peter ever knocking out his bad guys with a sedative? No! Cause he had class.

 _\- And because Otto vetoed the idea. Something about Peter accidentally knocking himself out, which was just a blasphemy to Peter's capabilities. -_

The ground around him shuttered and Peter fell slightly. His arms were shaking, his legs felt numb. Man, _what_ was in that drug.

"What the hell," Norman cursed, steadying himself on the table.

Huh, maybe that wasn't just Peter.

Another shutter rattled through the floor.

Norman pressed his ear again. "What's going on?" he snapped.

"The facility has been breached," Trapster reported over the line.

Peter could hear Norman's teeth gritting. "Well, get down there! Who is attacking?"

Trapster cursed. "SHIELD. It's SHIELD. Why are _they h_ ere?"

Peter perked up. SHIELD? SHIELD was here? It wasn't exactly the Avengers, but he wasn't going to complain. He'd _way_ prefer Nick Fury and his spy esque in opposition to Norman's mad-scientist vibe.

"If you let any of them get past you," Norman warns.

"Uh, do you still want me to head to the lab?" Thundra asked.

"NO! Get down there and get rid of SHIELD!"

"Okay, okay. I'm going, jeez."

He clicked off the Bluetooth again, pinching the bridge of his nose.

"It doesn't pay to hire anyone today," Peter slurred at him, chuckling. He leaned against the table, breathing deeply. Man, he was getting tired. "Really though, of all the villain you could've picked, the Frightful Four was the best you could get. Did you, like, win them in a game show or something? One of those rag-tag door prizes?"

Norman switched his glare at him. He scrutinized Peter quickly, before seemingly coming to a decision. He strode across the room, grabbed something from a metal containment unit, and walked back. Peter pulled himself up on the table, leaning heavily against it as he braced himself.

When Norman was close, he took a wild swing at him. It landed flat and Norman easily maneuvered around it and retaliated with a jab in Peter's sides. That was all it took. Peter gasped, doubling over, and Norman took the opportunity to clasps something to his wrist. The other end was secured to the bolted down table.

"You cuffed me," Peter blanched, looking up. "Pyscho pervert."

Norman kicked him again. "Quiet."

Peter groaned, feeling as though he was going to throw up. Which would NOT be good given his condition. Through tear-blurred eyes, he glanced at the cuff. It was simple enough, but big and thick. Reinforced with metal and glowing around the edges. The line connecting it to the table was glowing too. It was obviously not designed to hold regular people.

He tugged on it weakly. Stupid healing factor, hurry it up. Stupid drug, just go _away!_ Any other day he could bust out of this. He hated feeling so weak and vulnerable. Is this how Otto felt every time Norman showed up? So powerless?

He really hoped Otto was okay.

Another rumble through the building shook the walls and Norman clicked back into the comm.

"What's going on out there? Report."

Peter hears static.

"Report. I said report!"

Across the room, the door burst open, and four figures stepped in. Peter and Norman looked up at the same, and Peter felt like he was going to cry tears of joy.

"Sorry, they're a little out of commission," Powerman answered Norman, dropping a massive wrecking ball with a broken chain onto the floor. Behind him, Iron Fist had his glowing fist up, and to the other side, White Tiger had her arms folded across her chest.

A second later Nova peaked out from behind Powerman's immense shoulders.

"Hey, is he in here? Move out of the way, gah why are you so freaking huge. _Mooooove."_ He shoved Powerman to the side and wrestled his way to the front, spotting Peter and Norman instantly. He looked back to his team. "He's here! Guys we -" he noticed their stances. "Wait - did I just miss our epic hero entrance? _No!_ Guys, now we have to do it again! I wasn't in it! We talked about this!"

Peter was pretty he was crying tears of joy then.

 **Hey guys! Look, we're back! Anyway, in case you haven't seen my log-book, these next few weeks I'm going to go crazy updating my USM fics. This one book only has 3 and 1/2 more chapters before it's complete! YAY!**

 ***sigh* Gotta love the superhero entrance.**

 **Anyway, more news! I've finished an original short story! :D It's all written and ready to go, and is 4-5 chapters long! I just wanted to know if anyone would be interested in reading it! (*whisper* It includes human experimentation. Fun, right? - I am concerned for my mental well-being T.T)**

 **Anyway, here's this! Norman is a pyscho.**

 **\- OfficialUSMWriter out!**


	12. My Heroes (Part 2)

**Warning: author has feeble knowledge about the heating point of metal and whether or not a wall can be collapsed by over-heating and punching it really, really hard. :D Authors pseudo-science probably sucks. Enjoy some fanfic logic!**

 **Also warning: This chapter was smaller than I thought it was going to be T.T**

* * *

Today's been a rough day.

But it was probably going a LOT rougher for the kid cuffed to the table.

When Sam got over his initial whining about missing the "superhero pose," he joined them in their ranks to face off against their last obstacle.

Norman Osborn.

Which, wow, was _NOT_ expecting. Now they've never really paid attention to the news or science channels - _boring stuff_ \- but even they have heard about THIS guy. Super rich, lots of money and influence, a big-shot in the world of riches and entrepreneurs. While he was a definite step-down from Tony Stark, it was easy to recognize that well-known red, oiled hair.

There was no doubt about it. This was Norman Osborn.

Which didn't quite explain why he had Spider-Man cuffed to his table in the first place.

Speaking of which, Spider-Man wasn't looking too good. Even with his mask on, it was distinctly clear that he had a bloody nose and split lip - if the blood stains were anything to go by at least. Also, judging by the way his free hand was curled around his torso, it was a safe bet that his ribs were either broken or bruised. Probably both. Aside from the obvious, who knows what other injuries lay beneath the spandex.

Luke frowned, looking the hero over once more. He thought of earlier, while hiding in the hall, listening to the conversation between Norman and the Frightful Four. The team wasn't engaging in a fight yet so they could run an algorithm through the Frightful Four's links to pin-point Spider-Man's position.

Just thinking about the conversation still made his blood boil.

 _"Thundra, get in here. I need you to take care of the bug for me."_

At first, Luke was excited that their plan _worked._ "Bug" could only entail that it was Spider-Man they were talking about, and the algorithm worked like a charm. Spider-Man was several levels above them. But that excitement quickly dropped when he also realized what that sentence implied. HIs theory was only confirmed when he saw Thundra grin, expression all too eager as she cracked her knuckles.

 _"Ah yeah, I've been waiting for those words."_

Consequentially, he and the team tried to find him as quickly as possible to prevent any of _that_ from happening. But it seemed, despite taking out the Frightful Four, he must've already had a bad encounter with them.

A flush of satisfaction sparked in Luke's chest thinking of the extra hard hit he'd given Thundra when they took the Frightful Four down. Heaven knows she deserved it, same with the rest of her team, which they'd given the smack-down to as well.

Still, Luke felt a little guilty that they hadn't gotten there sooner.

"Step away from Spider-Man," he ordered. "By the authority of SHIELD."

Norman looked absolutely murderous.

But he didn't say anything. Instead, he slowly raised his hands, to give up, before quickly slamming his fist down on the table, right on a button, and a section of the wall dropped. It took only a split second to react, the team lunged forward, but it was too late.

The wall slammed shut, cutting them off from the other half of the lab. Away from Spider-Man.

"Dang it!" Luke growled, slamming his fist into the wall.

"Come on, we have to get this open," Ava said, willing her claws to grow from her fingertips. "Powerman, Fist, Nova, hit it as hard as you can."

Nova scoffed, pushing up off the ground, "Pssh, dude, I can pop this thing open in no time." He put his hands together, channeling a large beam of energy that slammed into the wall. After a moment, it ceased. The wall was seared black in some places and white hot in others, but otherwise the same.

"Save your games for another night," Danny suggested, "Spider-Man is in need of us now." He took a deep breath, fist glowing, and hit the wall. A giant dent appeared in the metal. Powerman shouldered past Sam and aimed a punch for the heated melted. It squished and dented easily under his fist.

"Nova, again," he said. Sam happily did so.

They hit it again and again and again. After a good few minutes, Ava stepped back with an exasperated breathe. "We're not fast enough." She said. "We're wasting time." Her eyes trailed along the dent made by Powermand and Nova.

She snapped her fingers, idea popping, "Got it! Nova, blast the top of the wall. Keep it hot, you can't let it cool down."

He nodded, "That I can do," and shot a hot, stream of energy at the top of the wall, going back and forth along its edge, not allowing the metal even a moment to cool and harden.

"Powerman, Iron Fist," she said. "Hit the wall on each side, same time, aim near the top. On the count of three."

She positioned herself in the middle, looked left and right to ensure that they were in position, and started counting down. "1...2...3!" they jumped at the same time. Luke and Danny hit the wall on opposite sides at the same time, whereas Ava jumped forward and kicked as hard as she could.

A rattle shook along the metal.

"Again! Nova, don't let up!"

They did it again.

And again.

On the fourth try, it happened. The wall groaned, and tipped back with a loud careening whine, slamming loudly into the floor. The resulting bang shook the rest of the room, along with a loud shattering as a glass cage-thing broke under the weight of the metal.

The team hurried across it, zeroing on the two figures opposite to them. Thank goodness Norman and Spider-Man were still there. Norman was looking like a psycho holding a syringe over the Spider-Man, with one foot ramming repeatedly into the hero's injured sides as said hero struggled to keep the needle away. When the wall collapsed, Norman glanced at them, looking more murderous than ever, and jumped away.

Glaring spitefully, he back up.

"GET HIM!" Sam shouted, flying forward.

But, once again, technology preceded them. Norman stepped easily into the elevator already waiting for him and pressed the button. The doors closed at break-neck speed before Sam even got there. Norman was gone.

"COWARD!"

"Nova," Ava said, "Come on, we can still try and get him. He's probably heading to the roof, let's go!"

She held up her hand, which Sam clasped in his and swung her up so she was crouched on his back, and they zoomed out of the room.

Danny, on the other hand, stepped over broken glass and knelt next to Spider-Man, who was groaning in pain and coughing, bent shrewdly over his side.

"Namaste, Spider-Man," he greeted sympathetically, "You're injured. We need to get you back to SHIELD."

Spider-Man shook his head. "Na - ngg - n - no," He said, "N - not SHIELD. They - they'll lock me up."

"Bro, no one is going to lock you up," Luke said, kneeling next to him too. "You're hurt and you need medical attention. I'm warning right now, I _will_ carry you against you're will if I have to."

Spider-Man took in a rattling breathe. "I - I need to find Otto," he said. "I - I need to find him. Nor - Norman, he - " he cut off with a painful cough.

Luke leaned forward to scoop him up, but Danny held him back with an arm. His expression said to let him handle it, and Luke backed away again, arms crossed and scowling.

"We'll look for Otto," Danny reassured him. "But whoever that is would probably want you to see a doctor. Let us take you to SHIELD so you can acquire medical attention, we promise that no further harm will come to you."

Spider-Man seemed to think about this. Danny was concerned about how much blood he lost as Spider-Man's head tilted and his voice came out high, lispy, and confused. "Fury - he...you won't let him lock me up?"

"He sent us after you, little dude," Luke spoke up, a soft smile pulling at his lips. "He found out you were taken and sent us in to get you out."

That seemed perplexing to him. "Whaaa..." he muttered lowly to himself, and Luke chuckled a little. He bent down again, holding his arms out.

"Here, I don't know if you have some macho-code or anything, but we need to get you to a doctor."

Spider-Man laughed, which he seemed to instantly regret. "No. No macho code." he said, "Princess-carry me away."

Luke carefully bundled the injured hero in his arms, cautious of the injuries and walked out with Danny trailing behind.

In his arms, Spider-Man sighed, muttering light, lispy, and almost to himself, "My heroes..."

* * *

 **This...this was a sad, pathetic little chapter. Turns out my summary for it wasn't quite at par with the previous chapter...It is a very little part 2 to a part 1. Inadequate. T.T**

 **Oh well, I got down what the chapter needed. I just though there was supposed to be more XD Besides, TEAM FLUFFIES!**

 **Anyway, NEWS! The first chapter of my new USM fanfic has been posted! The book is "Rising Fatality" and the first chapter is called "Cheliceri"! Hope you guys enjoy XD**

 **THere is 1 and 1/2 more chapter to this fic then it'll be finished! :D The next chapters will be relatively small, you know, just wrapping up loose ends and whatnot. All that fun stuff. See you then!**

 **\- OfficialUSMWriter**


	13. SHIELD Initiation

Peter's never woken up inside a SHIELD medical room before, but he didn't think it could be that much different than a hospital.

He was wrong.

Given the fact that he's never woken up inside a hospital either, he probably couldn't give that as a fair comparison, but it was the truth. No hospital could ever match the profound ambiance of a SHIELD medical room over-flowing with equipment that cost more than Otto's entire lab put together.

When Peter first opened his eyes, he wasn't sure where he was, and that alone sent his body reeling in a panic before his brain had the opportunity to fully wake up. One second he was lying in a soft bed, listening to the rising rhythm of his heartbeat on the cardiac monitor, the next he was on the ceiling, clutching his arm where the IV needle in his arm used to be (of which was now dangling off the bed and dripping on the floor) and agglutinating himself into the nearest corner.

The machines formerly around his bed were now either on the floor or knocked out place during his seismic panic, and the places on his skin where wires had been taped to monitor his vitals now tingled raw - the same kind of tingling you got when you ripped a band-aid off too fast.

Without a heart to monitor, the cardiac machine had flat-lined and a shrill beeping alarm emanated from it now, piercing Peter's ears like two vengeful knives shredding his eardrums. He tore his hands from the wall, and with bits of plaster and dried paint on his fingers, he clamped them over his ears to keep that devil-forsaken noise out.

A light, fleeting tingle flitted over his brain just as the door below flew open. Several nurse-looking people stepped in, all wearing terrible pasty-green scrubs, followed by a man in a long white medical coat who could only be the doctor. At least, that's what Peter would deduce later.

Right now, his senses were on overdrive. Ever noise felt like a grater to his ears, the intoxicating smell of medicine and bleach made his eyes and nose burn, even the air from the vents felt like thousands of tiny isicles shooting into the pores in his skin. His brain was in too much of a frenzy to slow down and connect the dots. All he knew was that he didn't know any of them, and if he didn't know them than they were strangers, and strangers were _bad_.

His voice sounded wobbly and faded, even to him, like he was listening to himself over an old speaker. "Where am I?" His heart was beating a hole out of his chest. "Who are you?" The lights were searingly painful. "What - what did you do to me?"

"Whoa, whoa, easy Spider-Man," the doctor-man was saying, holding his arms out as if to somehow assuage the panic from Peter's chest. "Easy. It's okay. You're okay. Calm down."

But Peter was not going to calm down. He was in a strange place, with strange people, who had him hooked up to machines - however medical they looked. He could only remember vague things, like a glass cage, loud noises, darkness, a creepy, contorted smile, someone's hand on his throat. His brain was too muddled to make the connection. Too panicked to even try.

He needed to get out of there. He needed to go somewhere safer, preferably up-high. Where he wouldn't be bothered and he could calm down and wouldn't be touched or approached, he needed...he needed...

His...his chest was getting too tight. His breaths were coming out laborious and shallow. Peter slapped a hand over it, and he could feel the heavy rise and fall of his lungs, but no air seemed to be making it the rest of the way. A switch flicked in his brain and he gasped, grasping the other hand to the wall as if the stability would help.

Panic grabbed him by the throat, digging its fingers into his windpipe, as the other hand reached through his chest and grabbed a hold of his heart. His thoughts were getting too loud, multiplying too fast, every word in his head died in his throat, and he was left choking on the corpses' of withered letters. The door was across the room, but suddenly Peter couldn't at all. His fingers fused into the wall, with no intention of releasing him.

Faintly, the doctor-man swore under his breathe. "Back up. _Back up_. Give him some room. I think he's having an attack. Go on, _get_."

People began to leave. But with each person gone, Peter's heavy breathing didn't let up. His body was still at war by the time it was just him and the doctor.

"Easy, easy. Listen to my voice, Spider-Man. That's right, just focus on my voice" The doctor soothed softly as Peter gulped in breath after breath, clinging to his every word like a drowning man, "That's it. Just breathe. Just breathe. There you go. In for 5 seconds, out for 8."

Peter looked down at him, heels digging into the wall, but he followed his advice, counting in his head. In for 5 seconds. Out for 8. In for 5. Out for 8.

"That's good. That's very good. Now I need you to focus, okay? Look at this pen. Focus on it, okay." He held a pen up from his pocket and Peter zeroed in on it, tracing its outline with his eyes and breathing in every miniscule detail. "Alright, now I want you to focus on my hand," he held up his other hand, which Peter's eyes jerked to. "Now the chair."

Peter found the chair next to the bed. Sturdy, square-looking, scratchy fibers. Okay. Okay, he found the chair.

"Now the bed."

Peter found the bed.

"The plant."

He found the small plant in the corner.

"The clock."

He found the clock.

Slowly, minute by minute, his chest began to lighten. The doctor kept talking, low and soothing, having Peter focus on different items in the room until he could take a breath without pain. With a weak sigh, Peter leaned back against the wall, feeling as though he'd just ran a marathon. His heart was a feeble pound in his chest now, but at least it didn't feel like he was at risk of an imminent heart attack anymore.

It's been a while since he's had an attack that bad. Ugh, he forgot how much they _sucked_. Otto always helped him out with them; was always there to calm him down. Even managed to get him some anxiety pills once.

Where...where was Otto?

"Spider-Man?"

Peter tensed again, subconsciously scooting farther up the wall. His eyes were slitted and low when he looked down at the doctor. "Where's-" he swallowed and licked his lips. His throat was so _dry_. "Where's Otto?"

"Otto Octavius...isn't here."

"Where is he?"

"I don't know. I'm sorry."

Peter pushed himself farther in the corner, one hand digging into the wall, the other into his chest. He didn't say anything, so the doctor took the liberty of a step, hands still out. "I know you're freaked out right now, but, please, come down and we'll talk about this. Okay? Let's talk."

Peter didn't move. "Where am I?"

"You're safe. You're on the SHIELD Helicarrier."

He snorted, a sharp mixture between a laugh and a derisive scoff that left him coughing. "Oh _gosh_ ," he covered his face in his hands, wiping them down his face, dragging his skin forlornly along his fingers. "I'm at _SHIELD_?"

"Yes."

" _SHIELD_?"

"Er... _yes_."

He dragged his hands over his face again, pulling at his cheeks as if to pry his skin straight off his skeleton. "Why am I here?" He still felt so breathless.

"Because we saved you," the doctor said it as if he knew Peter might not remember. "You were kidnapped by Norman Osborn. You got beaten pretty badly; knocked your head pretty hard."

That...yeah, Peter thinks he remembered that. Now that his body wasn't waging a war against him, it was getting easier to draw up faces. He remembered the Frightful Four ambushing him in the Basement. Norman Osborn was there with his...with his creepy smile (Peter shuddered). He was taken somewhere. He was put in a cage. There had been intense creepiness, a gas - Peter thinks it was a sedative - than there were more people there. Costumes. Bright lights. Someone carrying him.

He rubbed his head where an ache in his temple throbbed. His fingers touched gauze, the skin underneath it startlingly tender, and he realized he had a wrap around his head. Actually, now that he was looking, he had a wrap... _everywhere._ He was bandaged nearly head to toe. Every injury was coming back to him as his adrenaline ebbed, and he hissed when he breathed and his ribs threatened to collapse.

" _Please_ ," the doctor was all but begging now, "come down. You're going to hurt yourself."

Peter thought about that.

Yeah, it made sense.

Slowly, movements arduous and careful, he inched down the wall. "St - stay back," he said when the doctor moved to help him. "I - just - stay back...please..."

The doctor nodded, backing up a distance.

Taking a deep breath, Peter slid down the wall till his toes touched the floor. One hand kept him bracketed to the wall, while the other curled around his ribs as he bent, wheezing terribly. Through the corner of his eye, the doctor tensed. His anxious hands dug into his pockets as his eyebrows etched worry lines into his skin.

With a resigned sigh, Peter bowed his head, like an animal permitting a human to come closer. "Okay," he said, and the doctor surged forward. With ginger hands, he looped Peter's arm over his shoulder and shifted him so all of Peter's bodyweight was on himself.

Together, they shuffled toward the bed, where the doctor gently laid him down.

"You gave us quite a scare, you know," he said, pushing the blanket back over Peter before picking up the machines and repositioning them.

"Heh, I think you guys are the one that gave _me_ the scare," Peter said, not completely jokey, yet not serious. Just because the doctor seemed nice, didn't mean Peter was going to let it go. SHIELD was SHIELD. There was always some secret motive or hidden agenda. He didn't want to get all chummy with them just because they got him out of a pickle.

It must've shown on his face too. The doctor-man peered at him, running a loose hand over his blonde hair. "My name is Curt. Dr. Curt Connors," he didn't hold his hand out for Peter to shake, which Peter appreciated. Peter had his hands curled into his lap, beneath the blanket, where they were still shaking. SHIELD may be an over oppressive crap organization, but at least its doctors knew about personal space.

"I don't suppose you're going to let me hook you back up, are you?" Dr. Curt asked, holding up the IV needle in one hand and the nerve sensor wires in the other. "Not, you know, with these same ones of course. New disinfected ones."

Peter shook his head hard.

Dr. Curt's hands fell, but he nodded as if he expected an answer like that. "Very well, I can't force you to. Though I highly advice that you think it over."

"When can I leave?" Peter demanded, clutching the blanket.

Dr. Curt's movements slowed for half a second, before keeping up their pace as he pushed buttons on one of the machines. He wasn't so keen to meet Peter's eyes this time. "I think I better let Director Fury answer your questions.

"Well, when do I have to see him?"

"Right now."

Both Peter and Dr. Curt whipped toward the door – well, Peter tried to, but as soon as he turned, even a little, his body was quick to remind him of how much of a bad idea that was – where the one-eyed devil himself was standing at the door. He wore his ever-present trench coat, with his hands coolly held in the pockets. His one good-eye bore into Peter's scowl.

"Dr. Connors, would you please," he gestured to the door.

"Oh, right. Yes, sir." Dr. Curt spared Peter a small parting smile as he left the room.

Peter squirmed in the bed, unsure whether he should stand, look Fury in the eye, or wait to be addressed. Fury had that authoritative air about him. It was more of a superior aura than one of a leader. Like he knew you were inferior to him, and he knew you knew it too. Where Captain America made Peter want to stand straight-backed and salute, Director Fury made him want to hunker down in a dark corner with his secrets bunched close to his chest.

"Spider-Man," the Director greeted him once they were completely alone. "Peter Parker. Whichever you prefer."

Peter's eyes widened for a fraction of a second, and his fingers skimmed his face again. He didn't realize his mask was off this entire time. That means…that means all those nurses and Dr. Curt saw his face. Peter didn't think he liked that. Like, at _all._

But there was nothing he could do about it now, and he didn't think flinging his blanket over his face would win him any brownie points. So, instead, he clenched his jaw, and forced his hand back down on his lap, "Why am I here?"

"Look, Parker," Director Fury strode across the floor, leather boots scuffing against the linoleum floor like rubber. "I understand that your weary of us, but I'm not here to threaten you."

"Oh really," Peter said, bunching the blanket closer to his chest with each step the Director took. "Because surrounding me with SHIELD agents after fighting Trapster isn't threatening at all. And sending you superhero rookie group out with me isn't a _weird_ thing to do. It happens all the time, right?"

Director Fury stopped at the end of the bed and moved his hands so they were clasped behind his back. He didn't take the chair next to him. "If I wanted to threaten you," he said, leaning down so he was at eye-level to Peter. "you would know."

Peter's entire body froze as his mind raced to figure out the underlying threat _. If_ it was a threat. He was kinda confused. It sorta of felt threatening, but his spider-sense wasn't going off. His danger-sense never lied to him before, but there was something off-kilter about Nick Fury. There was a feel to him, like he could easily fool anybody around him, even spider-sense. Peter wondered if super espionage and lying could be considered a superpower.

Slowly, taking a deep breath that he didn't care Fury saw, he unclenched his fist and smoothed out the blanket. He looked back at Nick Fury, dead in the eye even though it felt like slowly driving a cold-metal spike through his brain.

For half a second, Peter thought he saw a glint in the Directors eyes. Something amused, or somewhat reverent. But it was gone within moments and he's unsure whether he saw it at all.

"I wasn't threatening you, Parker," the Director continued, straightening again. "I was merely confronting you on the recklessness of your actions and offering you SHIELD training. I didn't send those kids out to spy on you either. I wanted to see how well they worked on the field with someone who knew what they were doing. But we can discuss that all later. For now, I want you to tell me what happened down in Otto Octavius's lab, and why Norman Osborn had you locked up in Oscorp all these years."

Peter swallowed. "I…I…where's Otto? I want to see him."

Director Fury's expression was impassive and impossible to read. "I'll explain what I know after you tell me what you know."

Which could only mean nothing but bad news. Something must be wrong with Otto, Peter could feel it in his gut. His Godfather was out there, probably hurt, with no idea where Peter was. He must be worried sick. What had Norman done to him? Why had SHIELD shown up at all?

Huh...Peter met the Directors eyes again, as he asked slowly, "How did you guys know I was in trouble?"

"You first, Parker." This time the Director _does_ take the chair. He leans back into it, one leg propped up on the other with his hands over his stomach. He looks unnaturally casual sitting like that and it makes Peter's brain do a 180.

He doesn't answer for a few minutes, stuck between wanting to demand more answers or keep his story to himself. The story of Otto finding him after his relatives died had always been kept close to Peter's heart. He's never had someone to share it with, and with Norman Osborn constantly breathing down their backs, Peter's very existence had to be kept under lock and key. It's been hidden for so long, Peter wasn't sure he had the right tools to bust that rusty old padlock open and take out what was hidden inside.

But he had to try, right? For Otto.

After a stretching silence, Peter took a deep breath. He leaned back into the pillow, letting his arms fall at his side. "Alright," he conceded, "Otto Octavius is my Godfather, and he's the only one who really knows I'm still alive," and he proceeded like that. He told Director Fury everything. From the time that his parents died when he was merely 2, to his Uncle and Aunts passing, the orphanage, finding Otto, obtaining his powers, earning Norman Osborn's infatuation as Spider-Man, up to the point where Peter had been carried off by one of his rookie heroes and woken up in SHIELD.

Once he was finished, he sagged back into the bed, feeling, for the first time, like he was left stripped and bone dry. As if there was nothing left of him on the bed other than his skeleton. Nick Fury was quiet in his chair. He had remained aloofly impassive throughout Peter's tale, and even now his countenance was cool and emotionless.

"Now your turn," Peter said. "Where's Otto?"

Director Fury retained his casual position. "Otto Octavius contacted me the night you were kidnapped," he said, and an electric thrill raced up Peter's spine. "He was in a hurry. How he got into our servers, I don't know. All he said was that he was your, Spider-Man's, guardian, and that it was no longer safe for you. He said Norman Osborn figured out where you were hiding and that he was on his way to get you. Octavius told me he overheard my offer and wanted you to live at SHIELD, where you would be safer. He sent me coordinates to the tracker he had on you, and we lost contact after that."

Peter waited for him to continue. "Wait…that's _it_? There's nothing else."

Director Fury shook his head, "We've tried to locate him, but by the time we got to his lab underneath Oscorp, both you and he were gone. We managed to track you to the Oscorp building, but we have yet to find Otto Octavius."

Scratch that, now Peter was feeling stripped bare and guilty. Otto was gone, sacrificing himself to Norman so Peter could get away. Who knows where he is now. He kept Peter's existence safe from Norman for so long, and that was not going to end well for him.

"So I'm stuck here?" Peter asked thickly.

"Octavius transferred his guardianship of you over to SHIELD. As of now, you are a ward of SHIELD. Of course, if you don't want to stay, I'm sure living on the streets will be better. Can't do much superhero work when you're starved though."

Peter glared at him, but it was weak. Honestly, he could care less about SHIELD and their training and their resources and their food, all he wanted was Otto back. He wanted his Godfather with him, safe and sound, in a place he could use his brain for good – as he always intended. Everything Peter had was just ripped from his hands and shattered at his feet, and he was left with nothing.

Every urge in his body told him to rip those bandages off, find himself a mask, and foray into New York in search of Otto. He'd search day and night for him if that's what he took. Norman couldn't hide from Peter, and Peter was _done_ hiding from him. A line had been breached and Peter was NOT going to allow it.

Although...SHIELD _did_ have resources. Technology and training he could tap into. Maybe it wouldn't be so bad if he stayed put...for now.

"I'll stay," Peter decided, "But only if you help me find Otto. That's my condition."

Director Fury stared at him long and hard and got up. He held his hand out for Peter, which, after a moment's hesitation, he took.

"Welcome to SHIELD, Peter Parker," Nick Fury shook his hand. "Hope you survive the experience."

He let go and turned, striding toward the door. "By the way, you'll be officially attending Midtown High on Monday. Try not to stick out. Oh, and that rookie hero team you mentioned," Fury glanced over his shoulder. "They're your new team now. Play nice."

"Wh – what? No, I didn't agree to that! I'm not having a team! And what's this about going to school? Fury? _Fury!"_

* * *

Peter was out of the Medical Bay within the next few days. Dr. Connors was absolutely over-the-moon with Peters healing factor and frequently adopted a rapt look whenever he caught him scaling the walls. Despite the doctor's overwhelming zeal, Peter found Dr. Connors company quite enjoyable. He was a good man to talk science and technology with, and had a broad knowledge of genetic mutation.

If not for the fact that Peter was supposed to be meeting his new team, he could've spent hours in Dr. Connor's company discussing his own genetic mutation and powerset. With a bittersweet pang, Peter realized how much Otto would've enjoyed Connors company as well.

Eventually, after he was giving the medically certified A-okay, Peter was pulled from the doctor's company and escorted through the Helicarrier. The metal walls were about as welcoming as a slab of concrete and just as homey as a prison cell. He passed all kinds of agents on his way, from electricians, maintenance workers, computer specialist, to your run-of-the-mill guards. None of which spared him so much as a glance.

The agent escorting him didn't offer conversation either. The only time she even addressed Peter was when they finally stopped near a sliding metal door. "In here," she said, pushing a passcode in.

"Thanks," Peter mumbled on his way in. Inside, the room was wide and spacious. Grooves and indents ran along the walls and floors, and to one side, thick dark windows stared down at him from high up on the wall.

The room wasn't empty. Four other people were waiting, all of whom he could only recognize all too well.

"So, bug-breath finally decided to show up," Bucket-head (or Nova, but probably Bucket-head), drawled, arms crossed over his chest. " _Great_. You know, Director Fury never let _us_ be that tardy."

"Easy, Nova," Iron Fist said, completely mellow and calm as he placed a hand on Bucket-heads shoulders. His smile at Peter, while small, was genuine, and after a long walk out in the SHIELD halls where he had been ignored, Peter found that he appreciated it. "We all acquire moments of rest to put ourselves back together. Spider-Man has went through much lately."

"Doesn't mean we can be tardy," White Tiger grumbled, tapping her foot and glancing at the communicator on her wrist. She reminded Peter of a stern schoolteacher he had in fifth grade, one who always stood at the door during recess to catch any mildly ill-behaving kids, and always looked for the tiniest mistakes in your homework.

"Ignore them," Powerman said, clapping Peter on the back. "They're just mad that Fury didn't pick them as the new leader."

Peter looked between them, not quite sure what he was supposed to do in this sort of situation. He's only ever interacted with kids his age a handful of times in his life. Including, one Harry Osborn whom Nick Fury wanted Peter to keep an eye on.

Given that Harry is directly associated with the monster known as Norman Osborn, Peter thought he'd feel bitter toward the boy. But in fact, he kinda felt bad for Harry. It wasn't exactly his fault his dad happened to be a tyrannical maniac. Besides, Harry seemed totally cool, to be honest. Peter was sort of looking forward to seeing him again.

His silence stretched, and Powerman slowly withdrew his arm again. He shuffled his feet and rubbed his neck, and awkwardly waded to the side.

Nova coughed into his fist and White Tiger sighed, "Alright, this is our first training exercise, to see how well we work together. Try not to mess it up." Peter was under the faint impression that she was talking to him.

No sooner did she say it, did the walls suddenly shift and guns emerged out from under their feet and up on the ceiling, spitting bullets at them before within seconds. Peter yelped, and dodged the first round, flipping onto the ceiling. Below, the rest of the teens were already in combat against the weapons.

Powerman beamed up at him, and shot him a hearty thumbs up, "Hey, welcome to the team, Spider-Man."

Welcome, indeed. _He_ hoped he survived the experience.

 **WHOOOO! I just have the epilogue to post after this and "Only One Left" will officially be finished! I love this story to death, but I'll admit it it's gonna feel good to have one story under wraps. I realize I how many stories I have going on, and if I'm going to be posting that Spideypool AU, I needed at least** _ **one**_ **of my story completed.**

 **The epilogue should be coming out fairly soon. Hopefully, today, if I can manage it. So, keep an eye out! :D**

 **Happy Valentines from yesterday! I have a few more Valentines one-shots I didn't have the opportunity to upload, so I will do those as well. After that, I plan on starting up "Reticent Monsters" again! Whoop! Whoop!**

 **Anyway, see an Chilladas!**

 **-OfficialUSMWriter out!**


	14. Epilogue

**Epilogue**

There's water outside. Actually, there's water everywhere. He feels like a fish in an aquarium, only rather than being put on display, he's kind of just _there_. Dropped in a tank because, somehow, that was where he belonged.

It's claustrophobic, but he can't do anything about it. Waking up in a strange place with no recollection of who he was should be terrifying, but, oddly, he was feeling rather docile. Almost like it was something he should be used to.

But he didn't want to think about that. It made his head hurt. Instead, he busied himself through movement - as much as he could anyway. His legs dangled in the air, his hands limp at his sides as the four tentacle-like arms in his back carried him across the shadowy threshold of his lab. There wasn't much to do, so he checked the systems of the machines, making sure every server was running pristinely, and when that was done, he rechecked technological systems to his mechanical arms.

His brain felt addled and putting together coherent thoughts was tough, but checking on the systems and machines felt like second nature. His tentacle arms seemed to work almost of their own accord as if they'd done this a thousand times already.

He was kinda sleepy, but something was nagging at his brain. A niggling thought that told him he was missing something.

He ran through a mental checklist of things he's already done, but it did nothing to reveal what he'd missed. He only woke up just a little while ago, right here in this la, with a single message telling him to sit tight until he was contacted. He couldn't remember anything that happened prior to his waking up, but he did know that it must've been something violent. His head was tender and wrapped tightly in a bandage, so he figured something concussive worthy had happened.

But all in all, he couldn't remember much.

He needed answers.

Almost as if on cue, the giant screen on the large wall near the front blinked, its systems booting up even though Otto hadn't turned it on. Moments later, the screen brightened and a face appeared, staring down at him.

Red hair, narrow chin, blue eyes - there was something very familiar about him. But it was something that also left a bitter taste on Otto's tongue.

"Ah, Otto," the man said. "you're awake. Good."

Otto...so that was his name? Otto inched toward him, "Who are you?"

"My name is Norman Osborn, and I'm your friend."

"Why...why am I here?" Otto turned, surveying the room. " _Where_ is here?"

"You're in a disclosed _safe_ location. Your previous lab was attacked and everything in it destroyed. I moved you here to keep you and your research safe from those who wish to take it."

Huh, perhaps he wasn't as bad as Otto previously thought. This man was obviously a man of science and discovery, like Otto himself must be. No wonder if knew his way around such technology. Besides, it just felt right.

Well, not completely. Someone had attacked him? Tried to steal his work? His research? The very thought was appalling.

"I take it you can't remember much," Norman continued, thoughtfully, "How unfortunate. But I'm sure that won't stop you from doing your best work."

Otto's head twinged as if the very thought of being worked was unpleasant. He nodded anyway, "Of course. Of course. My...memories are faulty. I don't remember much...but I - I will not be bogged down by ailments."

Norman's smirk is sharp and amused, as if he expected such an answer. "Good. Now, Octavius, I need you to think. Can you remember _anything_?"

"I..." his head hurts, "I think I remember a...fight...maybe...something hit me. There was something red...red _and_ blue, I think. It's...who did this to me? Who attacked me?"

A new picture lit up the screen. A red and blue clothed figure somewhere high over a building.

" _He_ attacked you," Norman Osborn said. "He's known as Spider-Man. He's a menace to our society, as the Bugle will tell you all about, and was just recently been taken into SHIELD custody."

SHIELD? Another familiar term Otto couldn't place. But if they had taken this Spider-Man into their custody, that must be a good thing then, right? "He was arrested, then?"

"No, he was hired. He's working alongside SHIELD."

Otto frowned, inching forward to squint at his assailant. So...this SHIELD wasn't good after all. "How did this happen?"

"Spider-Man deceived you. He befriended you, Otto, got you to help him build his tech, than turned around and tried to steal your research. I managed to drive him away before he could succeed, but I'm afraid you didn't go unscathed."

So this _Spider-Man_ was the reason he could remember so little. He was the reason Otto was locked away in this container, somewhere deep in the water. This...this _menace_ tried to steal his research, take away his livelihood. That would not go unchecked. It sent an angry, piercing fire in his chest. Anger and rage that lit up his insides.

Norman must've noticed the look on Otto's face.

"Yes, I agree. Spider-Man brutality should not go ignored, nor will we allow him to hide in SHIELD sanctity. Together, we will bring him down. Thankfully, before he stabbed you in the back, you managed to save substantial information on him. You'll find it all downloaded into your mainframe. I want you to bring him down for me, Otto. Spider-Man has powers we can use, and I refuse to let his blasphemy against you go unchecked."

Otto was already sifting through the information, swimming in observations of theories about Spider-Man. Norman was right, he was an extraordinary creature. Extreme agility, advanced acrobatics, speed like nothing he's seen, adhesive abilities, and a sixth sense of some kind. Truly fascinating.

"You won't let me down, will you Otto?"

Otto looked down at the red and blue figure, the back of his throat souring. "Of course not, Mr. Osborn."

"Good. But you must be careful, Otto. Spider-Man will try to deceive you again. He knows of your memory condition and will do anything in his power to win your trust. You mustn't listen to him. It will be hard. Things may not make sense, but SHIELD cannot be allowed to prevail. Do you understand?"

Otto looked him in the eye, "Yes, Mr...Osborn?" that sounded correct, "Mr. Osborn. Spider-Man will not make a fool of me again."

"Then continue your work, Octavius. I expect results when I check back in."

"And you will get them."

The screen turned black and it was just Otto again. This time claustrophobia didn't annoy him, the confines of his space were easily ignored in favor of a new drive. He would not be taken advantage of a second time.

He was going to find Spider-Man and make him pay for what he's done.

 **Annnnd the end! :D :D**

 **Lol, yeeeaaah, so I decided to end it this way for a few reasons. This story is kind of considered the "first episode(s)" of the series if Peter had grown up with Otto as his parental figure. So, after this, the basic direction of the show continues. Peter goes to Midtown High where he meets and befriends Harry Osborn and Mary Jane Watson. His team ends up going there with him. Their team relationship starts out rocky but gets better the more they work together. Peter continues trying to find Otto, of which Norman is making** _ **extremely**_ **difficult. But when he DOES find Otto, Otto doesn't remember him and has acquired somewhat of a hate for him, resulting in lots of emotional damage to Peter! Peter, of course, tries to get Otto to remember him, but with Norman's warning, Otto thinks Peter is just trying to trick him again.**

 **This goes on for some time, even putting Peter in a dark place that his team helps him get out of, and he switches to trying to find a way to get Otto's memory back. Gradually, Otto develops a hate for Norman as well (as if he still not treated right), and Norman is still made out to be the Goblin.**

 **The general direction of the series stays the same, only it's sprinkled in with Peter trying to save Otto and take down Norman. For the ending, I was going to have Otto's nanobots fix his memory problem sometimes in season four when they transformed him, which would include a very,** _ **very**_ **heartful,** _ **extremely**_ **emotional reunion between Otto and Peter :3 :D Anyway, I'm sure you guys can fill in the blanks for what happens throughout the series.**

 **This was a lot of fun to write! Thank you again Melancholysunshine for letting me adopt this little AU! I loved writing Otto as a caring parental figure! Besides, it was so fun rewriting Peter meeting Harry and his team. I enjoyed this immensely.**

 **Anyway, this story is officially done! WHOOP! WHOOP! Thank you, everyone, who read it, liked it, and commented! I love you! 3**

 **-OfficialUSMWriter out!**


End file.
